Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 28, 2018 | Feb. 27, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Chefs' Warehouse, Inc. | ||
Entity Central Index Key | 1,517,175 | ||
Current Fiscal Year End Date | --12-28 | ||
Document Period End Date | Dec. 28, 2018 | ||
Document Type | 10-K | ||
Trading Symbol | CHEF | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Amendment Flag | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 29,968,483 | ||
Entity Public Float | $ 591,189,836 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 42,410 | $ 41,504 |
Accounts receivable, net of allowance of $7,460 in 2018 and $8,026 in 2017 | 161,758 | 142,170 |
Inventories, net | 112,614 | 102,083 |
Prepaid expenses and other current assets | 11,953 | 11,083 |
Total current assets | 328,735 | 296,840 |
Equipment and leasehold improvements, net | 72,807 | 68,378 |
Software costs, net | 12,469 | 6,034 |
Goodwill | 184,280 | 173,202 |
Intangible assets, net | 130,033 | 140,320 |
Other assets | 4,074 | 2,975 |
Total assets | 732,398 | 687,749 |
Current liabilities: | ||
Accounts payable | 87,799 | 70,019 |
Accrued liabilities | 24,810 | 21,871 |
Accrued compensation | 12,872 | 12,556 |
Current portion of long-term debt | 61 | 3,827 |
Total current liabilities | 125,542 | 108,273 |
Long-term debt, net of current portion | 278,169 | 313,995 |
Deferred taxes, net | 9,601 | 6,015 |
Other liabilities and deferred credits | 10,410 | 10,865 |
Total liabilities | 423,722 | 439,148 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 28, 2018 and December 29, 2017 | 0 | 0 |
Common Stock - $0.01 par value, 100,000,000 shares authorized, 29,968,483 and 28,442,208 shares issued and outstanding at December 28, 2018 and December 29, 2017, respectively | 300 | 284 |
Additional paid in capital | 207,326 | 166,997 |
Accumulated other comprehensive loss | (2,221) | (1,549) |
Retained earnings | 103,271 | 82,869 |
Total stockholders’ equity | 308,676 | 248,601 |
Total liabilities and stockholders’ equity | $ 732,398 | $ 687,749 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 7,460 | $ 8,026 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, issued (in shares) | 0 | 0 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, issued (in shares) | 29,968,483 | 28,442,208 |
Common Stock, outstanding (in shares) | 29,968,483 | 28,442,208 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 1,444,609 | $ 1,301,520 | $ 1,192,866 |
Cost of sales | 1,077,562 | 972,142 | 891,649 |
Gross profit | 367,047 | 329,378 | 301,217 |
Operating expenses | 318,289 | 288,251 | 253,978 |
Operating income | 48,758 | 41,127 | 47,239 |
Interest expense | 20,745 | 22,709 | 41,632 |
Loss (gain) on asset disposal | 169 | 10 | (69) |
Income before income taxes | 27,844 | 18,408 | 5,676 |
Provision for income taxes | 7,442 | 4,042 | 2,653 |
Net income | 20,402 | 14,366 | 3,023 |
Other comprehensive income: | |||
Foreign currency translation adjustments | (672) | 637 | 763 |
Comprehensive income | $ 19,730 | $ 15,003 | $ 3,786 |
Net income per share: | |||
Basic (in dollars per share) | $ 0.71 | $ 0.55 | $ 0.12 |
Diluted (in dollars per share) | $ 0.70 | $ 0.54 | $ 0.12 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 28,703,265 | 26,118,482 | 25,919,480 |
Diluted (in shares) | 29,678,919 | 27,424,526 | 26,029,609 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance, beginning (in shares) at Dec. 25, 2015 | 26,290,675 | ||||
Balance, beginning at Dec. 25, 2015 | $ 187,964 | $ 263 | $ 125,170 | $ (2,949) | $ 65,480 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 3,023 | 3,023 | |||
Stock compensation (in shares) | 25,895 | ||||
Stock compensation | 2,579 | 2,579 | |||
Cumulative translation adjustment | 763 | 763 | |||
Shares surrendered to pay withholding taxes (in shares) | (36,101) | ||||
Shares surrendered to pay withholding taxes | (569) | (569) | |||
Balance, ending (in shares) at Dec. 30, 2016 | 26,280,469 | ||||
Balance, ending at Dec. 30, 2016 | 193,760 | $ 263 | 127,180 | (2,186) | 68,503 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 14,366 | 14,366 | |||
Stock compensation (in shares) | 110,331 | ||||
Stock compensation | 3,018 | 3,018 | |||
Shares issued for Fells Point acquisition (in shares) | 185,442 | ||||
Shares issued for Fells Point acquisition | 3,300 | $ 2 | 3,298 | ||
Public offering of common stock (in shares) | 1,900,000 | ||||
Public offering of common stock | 34,020 | $ 19 | 34,001 | ||
Cumulative translation adjustment | 637 | 637 | |||
Shares surrendered to pay withholding taxes (in shares) | (34,034) | ||||
Shares surrendered to pay withholding taxes | $ (500) | (500) | |||
Balance, ending (in shares) at Dec. 29, 2017 | 28,442,208 | 28,442,208 | |||
Balance, ending at Dec. 29, 2017 | $ 248,601 | $ 284 | 166,997 | (1,549) | 82,869 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 20,402 | 20,402 | |||
Stock compensation (in shares) | 310,451 | ||||
Stock compensation | 4,094 | $ 3 | 4,091 | ||
Conversion of subordinated notes (in shares) | 1,246,272 | ||||
Conversion of subordinated notes | 37,015 | $ 13 | 37,002 | ||
Cumulative translation adjustment | (672) | (672) | |||
Shares surrendered to pay withholding taxes (in shares) | (30,448) | ||||
Shares surrendered to pay withholding taxes | $ (764) | (764) | |||
Balance, ending (in shares) at Dec. 28, 2018 | 29,968,483 | 29,968,483 | |||
Balance, ending at Dec. 28, 2018 | $ 308,676 | $ 300 | $ 207,326 | $ (2,221) | $ 103,271 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 20,402 | $ 14,366 | $ 3,023 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 10,296 | 8,516 | 7,082 |
Amortization of intangible assets | 11,910 | 12,033 | 11,433 |
Provision for allowance for doubtful accounts | 3,790 | 4,061 | 3,224 |
Deferred rent | 770 | 285 | 1,568 |
Deferred taxes | 2,554 | (703) | 2,991 |
Amortization of deferred financing fees | 3,155 | 2,084 | 1,807 |
Loss on debt extinguishment | 0 | 0 | 22,310 |
Stock compensation | 4,094 | 3,018 | 2,579 |
Change in fair value of earn-outs | 1,448 | (579) | (10,031) |
Loss (gain) on asset disposal | 169 | 10 | (69) |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (19,466) | (13,611) | (2,503) |
Inventories | (6,330) | (11,783) | 7,038 |
Prepaid expenses and other current assets | 120 | 4,762 | (7,168) |
Accounts payable and accrued liabilities | 13,677 | 10,406 | (941) |
Other liabilities | (911) | (1,130) | (2,314) |
Other assets | (596) | (238) | (1,115) |
Net cash provided by operating activities | 45,082 | 31,497 | 38,914 |
Cash flows from investing activities: | |||
Capital expenditures | (19,817) | (12,311) | (16,623) |
Cash paid for acquisitions, net of cash received | (13,901) | (30,095) | (19,742) |
Proceeds from asset disposals | 30 | 0 | 550 |
Net cash used in investing activities | (33,688) | (42,406) | (35,815) |
Cash flows from financing activities: | |||
Proceeds from the issuance of common stock, net of issuance costs | 0 | 34,020 | 0 |
Proceeds from senior secured notes | 0 | 0 | 315,810 |
Payment of debt, capital lease and other financing obligations | (49,360) | (12,830) | (158,880) |
Payment for debt extinguishment | 0 | 0 | (21,219) |
Borrowings under asset based loan facility | 47,100 | 24,000 | 33,200 |
Payments under asset based loan facility | (2,916) | (24,000) | (126,582) |
Payment of deferred financing fees | (1,502) | (761) | (7,782) |
Cash paid for contingent earn-out obligation | (3,000) | (500) | (6,743) |
Surrender of shares to pay withholding taxes | (764) | (500) | (569) |
Net cash (used in ) provided by financing activities | (10,442) | 19,429 | 27,235 |
Effect of foreign currency on cash and cash equivalents | (46) | 122 | 74 |
Net change in cash and cash equivalents | 906 | 8,642 | 30,408 |
Cash and cash equivalents at beginning of year | 41,504 | 32,862 | 2,454 |
Cash and cash equivalents at end of year | $ 42,410 | $ 41,504 | $ 32,862 |
Operations and Basis of Present
Operations and Basis of Presentation | 12 Months Ended |
Dec. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Basis of Presentation | 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. The consolidated statement of operations for the fiscal year ended December 30, 2016 contained a 53rd week while all other years presented contained 52 weeks. The Company operates in one reportable segment, food product distribution, which is concentrated in 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. Guidance Adopted in Fiscal 2018 Clarifying the Definition of a Business: In January 2017, the FASB issued guidance which clarifies whether transactions should be accounted for as acquisitions of assets or businesses. The guidance requires an entity to determine if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this criterion is met, the new guidance would define this as an asset acquisition. Furthermore, the guidance requires a business to include, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs. The Company adopted this guidance as of December 30, 2017. Revenue from Contracts with Customers: In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this guidance as of December 30, 2017 using the modified retrospective approach. Under this approach, prior financial statements are not restated and a cumulative effect adjustment is recognized upon adoption. The cumulative effect adjustment was immaterial to the Company’s financial statements. In addition, the Company made an accounting policy election to adopt the permitted practical expedient that allows an entity to expense the incremental costs of acquiring a contract as incurred if the amortization period is one year or less. Guidance Not Yet Adopted Measurement of Credit Losses on Financial Instruments: In June 2016 and as further amended in November 2018, the FASB issued guidance which requires entities to use a forward looking expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. The guidance is effective for fiscal years beginning after December 15, 2019. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on the Company’s consolidated financial statements. Implementation Costs Incurred in a Cloud Computing Arrangement Service Contract: In August 2018, the FASB issued guidance that aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred to obtain or develop internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company adopted this guidance prospectively on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Comprehensive Income: In February 2018, the FASB issued guidance that permits an entity to reclassify the stranded tax effects in accumulated other comprehensive income resulting from the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Act”), to retained earnings. The guidance also requires companies to disclose the accounting policy for releasing disproportionate tax effects from accumulated other comprehensive income. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company adopted this guidance on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Leases: In February 2016, the FASB issued guidance to increase the transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Current GAAP does not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. The Company implemented a software platform to facilitate compliance with the new standard and updated related business processes and controls. This new guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. In July 2018, the FASB issued new guidance that provided for a new optional transition method that allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to opening retained earnings. Under this approach, comparative periods are not restated. The Company adopted this guidance on December 29, 2018, using the optional transition method. Upon adoption, the Company expects to recognize operating lease liabilities of approximately $120,000 to $130,000 based on the present value of lease payments of the Company’s operating lease portfolio as of the adoption date. The discount rate used is based on the Company’s incremental borrowing rate as the Company does not have the necessary information to determine the rate implicit in each lease. The Company’s capital leases will be accounted for as finance leases upon adoption and the Company does not expect any significant changes to the accounting of such leases. Adoption is not expected to have a material impact on the Company’s consolidated statements of operations or debt covenants. 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, contingent earn-out liabilities and tax reserves. Actual results could differ from estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 28, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue 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. The following table presents the Company’s net sales disaggregated by principal product category: December 28, 2018 December 29, 2017 December 30, 2016 Center-of-the-Plate $ 629,038 43.5 % $ 580,025 44.6 % $ 540,550 45.3 % Dry Goods 253,176 17.5 % 224,323 17.2 % 202,225 17.0 % Pastry 199,990 13.8 % 176,672 13.6 % 162,059 13.6 % Cheeses and Charcuterie 151,640 10.5 % 133,024 10.2 % 129,980 10.9 % Dairy and Eggs 106,768 7.4 % 90,613 7.0 % 73,500 6.2 % Oils and Vinegars 76,313 5.3 % 71,962 5.5 % 64,574 5.4 % Kitchen Supplies 27,684 2.0 % 24,901 1.9 % 19,978 1.6 % Total $ 1,444,609 100 % $ 1,301,520 100 % $ 1,192,866 100 % The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information. Deferred Revenue Certain customer arrangements in the Company’s direct-to-consumer business, prepaid gift plans and gift card purchases, result in deferred revenues when cash payments are received in advance of performance. The Company recognizes revenue on its prepaid gift plans when control of each product is transferred to the customer. Performance obligations under the Company’s prepaid gift plans are satisfied within a period of twelve months or less. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage. Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns. Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote. The company recorded deferred revenues, reflected as accrued liabilities on the Company’s consolidated balance sheets, of $1,496 and $1,283 as of December 28, 2018 and December 29, 2017 , respectively. Right of Return The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods. The Company recorded a refund liability of $303 as of December 28, 2018 . Refund liabilities are reflected as accrued liabilities on the consolidated balance sheets. The Company recognized a corresponding asset of $191 as of December 28, 2018 for its right to recover products from customers on settling its refund liabilities. This asset is reflected as inventories, net on the consolidated balance sheets. Contract Costs Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within operating expenses on the Company’s consolidated statements of operations. Cost of Sales 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 shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Shipping and handling costs included in operating expenses were $79,143 , $70,108 and $62,062 for fiscal 2018 , 2017 and 2016 , respectively. Protein processing costs included in operating expenses were $13,086 , $13,058 and $12,273 for fiscal 2018 , 2017 and 2016 , respectively. 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 adjusts inventory balances for excess and obsolete inventories to approximate their net realizable value. Vendor Rebates and Other Promotional 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, or an amount for year-over-year growth. For the years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , the recorded purchase incentives totaled approximately $19,731 , $17,265 and $13,670 , 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 $12,469 at December 28, 2018 and $6,034 at December 29, 2017 . 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. The Company has no t recorded any impairment of long-lived assets in fiscal 2018 , 2017 or 2016 . Debt Issuance Costs Certain up-front costs associated with the Company’s asset based loan facility are capitalized and included in other non-current assets in the consolidated balance sheets. The Company had $1,765 and $1,284 of such unamortized costs as of December 28, 2018 and December 29, 2017 , respectively. Costs associated with the issuance of other debt instruments are capitalized and presented as a direct deduction from the carrying amount of the underlying debt liability. The Company had $5,893 and $8,027 of such unamortized costs as of December 28, 2018 and December 29, 2017 , respectively. These costs are amortized over the terms of the related debt instruments by the effective interest rate method. Amortization of debt issuance costs was $3,155 , inclusive of a $1,081 write-off of unamortized deferred financing fees as a result of the Company’s debt repricing, more fully described in Note 9 “Debt Obligations,” for the fiscal year ended December 28, 2018 , $2,084 for the fiscal year ended December 29, 2017 and $1,807 for the fiscal year ended December 30, 2016 . 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. 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. 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 2018 , 2017 or 2016 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.” In the fourth quarter of 2018, the Company reevaluated its operating segments to align with how the Company’s chief operating decision maker evaluates performance and allocates resources. This analysis resulted in a change from two reporting units, Protein and Specialty, to three reporting units, East Coast, Midwest and West Coast. The Company performed a qualitative impairment test on the Protein and Specialty reporting units immediately preceding the change in reporting units and concluded there was no impairment. For the fiscal years ended December 28, 2018 and December 29, 2017 , the Company tested goodwill for impairment using a quantitative analysis. The quantitative analysis consists of a comparison of the carrying value of the Company’s reporting units, including goodwill, to the estimated fair value of the reporting units that was determined using a discounted cash flow methodology. A goodwill impairment loss, if any, would be recognized for the amount by which the reporting unit’s carrying value exceeded its fair value. There have been no events or changes in circumstances during fiscal 2018 , 2017 or 2016 indicating that goodwill may be impaired. The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections and growth rates which take into account estimated inflation rates. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. This methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The estimates that the Company uses in its discounted cash flow methodology involve many assumptions by management that are based upon future growth projections. Employee Benefit Programs The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). The Company recognized expense related to the 401(k) Plan totaling $1,097 , $1,172 and $1,049 , respectively, for fiscal 2018 , 2017 and 2016 . 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 estimates its ability to recover deferred tax assets within the jurisdiction from which they arise. This evaluation considers several factors, including results of recent operations, future taxable income, scheduled reversal of deferred tax liabilities, and tax planning strategies. The Company follows certain provisions of ASC 740, “Income Taxes” 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. Contingent Earn-out Liabilities The Company accounts for contingent consideration relating to business combinations as a liability and an increase to goodwill at the date of the acquisition and continually remeasures the liability at each balance sheet date by recording changes in the fair value through the Consolidated Statements of Operations. The Company determines the fair value of contingent consideration based on future operating projections under various potential scenarios, including the use of Monte Carlo simulations, and weighs the probability of these outcomes. The ultimate settlement of contingent earn-out liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. Stock-Based Compensation The Company measures stock-based compensation at the grant date based on the fair value of the award. Restricted stock awards (“RSAs”) and performance share units are valued based on the fair value of the stock on the grant date. The related compensation expense is recognized over the service period on a straight-line basis. Compensation expense on performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of stock options with market conditions is determined based on a Monte Carlo simulation in order to simulate a range of possible future stock prices for the Company’s s stock. For 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 The Company maintains a self-insured group medical program. The program contains individual stop loss thresholds of $175 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 maintains an insurance program for its automobile liability and workers’ compensation insurance subject to deductibles or self-insured retentions of $500 for workers’ compensation and $250 for automobile liability per occurrence. The amounts in excess of the 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. Assets and Liabilities Measured at Fair Value 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. |
Net Income per Share
Net Income per Share | 12 Months Ended |
Dec. 28, 2018 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share The following table sets forth the computation of basic and diluted earnings per share: Fiscal Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Net income per share: Basic $ 0.71 $ 0.55 $ 0.12 Diluted $ 0.70 $ 0.54 $ 0.12 Weighted average common shares: Basic 28,703,265 26,118,482 25,919,480 Diluted 29,678,919 27,424,526 26,029,609 Reconciliation of net income per common share: Fiscal Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Numerator: Net income $ 20,402 $ 14,366 $ 3,023 Add effect of dilutive securities Interest on convertible notes, net of tax 362 536 — Adjusted net income $ 20,764 $ 14,902 $ 3,023 Denominator: Weighted average basic common shares outstanding 28,703,265 26,118,482 25,919,480 Dilutive effect of stock options and unvested common shares 270,520 68,670 110,129 Dilutive effect of convertible notes 705,134 1,237,374 — Weighted average diluted common shares outstanding 29,678,919 27,424,526 26,029,609 Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows: Fiscal Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Restricted Share Awards (“RSAs”) 42 84,511 92,812 Stock options — 201,799 209,071 Convertible subordinated notes — — 1,237,374 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value The Company’s contingent earn-out liabilities are measured at fair value. These liabilities were estimated using Level 3 inputs. Long-term earn-out liabilities were $2,792 and $5,228 as of December 28, 2018 and December 29, 2017 , respectively, and are reflected as other liabilities and deferred credits on the consolidated balance sheets. The remaining short-term earn-out liabilities are reflected as accrued liabilities on the consolidated balance sheets. 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. Changes in the fair value of contingent earn-out liabilities are reflected in operating expenses on the consolidated statements of operations. The following table presents the changes in Level 3 contingent earn-out liabilities: Del Monte MT Food Fells Point Other Acquisitions Total Balance December 30, 2016 $ 1,362 $ 500 $ — $ — $ 1,862 Acquisitions — — 4,445 — 4,445 Payments — (500 ) — — (500 ) Changes in fair value (713 ) — 134 — (579 ) Balance December 29, 2017 649 — 4,579 — 5,228 Acquisitions — — — 1,414 1,414 Payments — — (3,000 ) — (3,000 ) Changes in fair value (649 ) — 2,070 27 1,448 Balance December 28, 2018 $ — $ — $ 3,649 $ 1,441 $ 5,090 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 nature of these financial instruments. The fair values of the asset based loan facility and term loan approximated their book values as of December 28, 2018 and December 29, 2017 as these instruments had variable interest rates that reflected current market rates available to the Company. The following table presents the carrying value and fair value of the Company’s convertible subordinated notes (more fully described in Note 9). In estimating the fair value of these convertible subordinated notes, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk free interest rate in calculating the fair value estimate. On July 25, 2018 , these notes were converted into 1,246,272 shares of the Company’s common stock. December 28, 2018 December 29, 2017 Carrying Value Fair Value Carrying Value Fair Value Convertible Secured Notes $ — $ — $ 36,750 $ 38,091 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 28, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 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. During the year ended December 28, 2018 , the Company paid approximately $13,401 on several small strategic acquisitions. Concurrent with these acquisitions, the Company entered into four warehouse facility leases expiring in two to five years that are owned by former owners, two of whom are current employees. The Company paid rent of $671 for these facilities during the year ended December 28, 2018 . Fells Point On August 25, 2017 , the Company entered into an asset purchase agreement to acquire substantially all of the assets of Fells Point, a specialty protein manufacturer and distributor based in the metro Baltimore and Washington DC area. The final purchase price for the transaction was approximately $34,124 , including $29,722 paid in cash at closing, $3,300 consisting of 185,442 shares of the Company’s common stock and $1,102 paid upon settlement of a net working capital true-up. During the first quarter of 2018, the Company finalized a valuation of the tangible and intangible assets of Fells Point as of the acquisition date. As a result, the Company recorded a measurement period adjustment that increased goodwill by $2,300 and decreased customer relationships and trademarks by $1,500 and $800 , respectively. These assets are valued at fair value using Level 3 inputs. Customer relationships and trademarks are being amortized over 15 and 20 years, respectively. Goodwill is being amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established meat processor to grow the Company’s center-of-the-plate category in the Northeast and Mid-Atlantic regions, as well as any intangible assets that do not qualify for separate recognition. Concurrent with the acquisition, the Company entered into a five -year lease for a warehouse facility located in Baltimore, MD that is owned by the former owners of Fells Point, some of whom are current employees. The Company paid rent of $258 and $86 during the year ended December 28, 2018 and December 29, 2017 , respectively. On October 2, 2018 , the Company paid $3,000 to the former owners of Fells Point related to their successful attainment of the targeted EBITDA in their earn-out agreement. The table below sets forth the purchase price allocation of these acquisitions: Fells Point Other Acquisitions Current assets (includes cash acquired) $ 6,971 $ 8,423 Customer relationships 13,600 4,060 Trademarks 7,300 — Non-compete agreement 400 — Goodwill 9,035 7,839 Fixed assets 2,459 1,736 Current liabilities (1,196 ) (6,635 ) Earn-out liability (4,445 ) (1,414 ) Other long-term liabilities — (608 ) Total consideration $ 34,124 $ 13,401 |
Inventories
Inventories | 12 Months Ended |
Dec. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist primarily 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 adjustments for shrinkage, excess and obsolescence totaling $1,921 and $1,934 at December 28, 2018 and December 29, 2017 , respectively. |
Equipment and Leasehold Improve
Equipment and Leasehold Improvements | 12 Months Ended |
Dec. 28, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements Equipment and leasehold improvements as of December 28, 2018 and December 29, 2017 consisted of the following: Useful Lives December 28, 2018 December 29, 2017 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,292 1,292 Machinery and equipment 5-10 years 17,837 16,183 Computers, data processing and other equipment 3-7 years 11,244 9,924 Leasehold improvements 7-22 years 60,565 53,653 Furniture and fixtures 7 years 3,268 3,100 Vehicles 5-7 years 2,769 2,570 Other 7 years 95 95 Construction-in-process 15,757 15,030 113,997 103,017 Less: accumulated depreciation (41,190 ) (34,639 ) Equipment and leasehold improvements, net $ 72,807 $ 68,378 Construction-in-process at December 28, 2018 consists primarily of the implementation of the Company’s Enterprise Resource Planning (“ERP”) system, and the buildout of the Company’s headquarters in Ridgefield, CT and distribution center in Dallas, TX. The roll-out of the ERP system and facilities build outs are expected to continue through fiscal 2019. The Company expects the cost to complete these projects to be approximately $4,500 . Construction-in-process at December 29, 2017 related primarily to the implementation of the Company’s ERP system and the build out of the Company’s distribution center in San Francisco, CA. No interest expense was capitalized during the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , The Company had $388 and $530 of equipment and vehicles financed by capital leases at December 28, 2018 and December 29, 2017 , respectively. The Company recorded depreciation of $52 , $64 and $71 on these assets for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. Depreciation expense, excluding capital leases, was $7,090 , $6,644 and $5,679 for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. Amortization expense on software was $3,154 , $1,808 and $1,332 for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. On September 26, 2016, the Company sold a parcel of land it owned in Las Vegas, for total cash consideration of $550 . The Company recognized a pre-tax gain of $113 on the sale. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 30, 2016 $ 163,784 Goodwill adjustments 3,418 Business combinations 5,946 Foreign currency translation 54 Carrying amount as of December 29, 2017 173,202 Goodwill adjustments 3,283 Business combinations 7,839 Foreign currency translation (44 ) Carrying amount as of December 28, 2018 $ 184,280 The goodwill adjustments during the fiscal year ended December 28, 2018 and December 29, 2017 mostly relate to the acquisitions of Fells Point and M.T. Food Service, Inc., respectively. 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 as of December 28, 2018 and December 29, 2017 consisted of the following: Weighted-Average Gross Accumulated Net Amount December 28, 2018 Customer relationships 137 months $ 119,488 $ (36,185 ) $ 83,303 Non-compete agreements 54 months 7,579 (7,251 ) 328 Trademarks 213 months 59,862 (13,460 ) 46,402 Total $ 186,929 $ (56,896 ) $ 130,033 December 29, 2017 Customer relationships 145 months $ 117,006 $ (27,704 ) $ 89,302 Non-compete agreements 43 months 7,566 (6,946 ) 620 Trademarks 221 months 60,734 (10,336 ) 50,398 Total $ 185,306 $ (44,986 ) $ 140,320 Amortization expense for other intangibles was $11,910 , $12,033 and $11,433 for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. As of December 28, 2018 , estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows: 2019 $ 11,423 2020 11,150 2021 11,146 2022 10,366 2023 9,341 Thereafter 76,607 Total $ 130,033 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 28, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of December 28, 2018 and December 29, 2017 consisted of the following: December 28, 2018 December 29, 2017 Senior secured term loan $ 239,745 $ 288,435 Convertible subordinated notes — 36,750 Capital lease and other financing obligations 193 664 Asset based loan facility 44,185 — Deferred finance fees and original issue discount (5,893 ) (8,027 ) Total debt obligations 278,230 317,822 Less: current installments (61 ) (3,827 ) Total debt obligations excluding current installments $ 278,169 $ 313,995 Maturities of the Company’s debt for each of the next five years and thereafter at December 28, 2018 are as follows: 2019 $ 61 2020 49 2021 42 2022 283,967 2023 4 Thereafter — Total $ 284,123 Senior Secured Term Loan Credit Facility On June 22, 2016 , the Company refinanced its debt structure by entering into a credit agreement (the “Term Loan Credit Agreement”) with a group of lenders for which Jefferies Finance LLC (“Jefferies”) acts as administrative agent and collateral agent. The Term Loan Credit Agreement provides for a senior secured term loan B facility (the “Term Loan Facility”) in an aggregate amount of $305,000 with a $50,000 six -month delayed draw term loan facility (the “DDTL”; the loans outstanding under the Term Loan Facility (including the DDTL), the “Term Loans”). On June 27, 2016 , the Company drew $14,000 from the DDTL to help pay for the MT Food acquisition. On September 14, 2016 , the Company entered into an amendment to the Term Loan Credit Agreement under which the remaining portion of the DDTL was terminated, the Company’s interest rate schedule was modified and the Company repaid $25,000 of the outstanding balance of the Term Loans. Borrowings under the Term Loan Facility were used to repay the Company’s senior secured notes, as well as the prior term loan and revolving credit facility. Remaining funds were used for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. Additionally, the Term Loan Facility includes an accordion which permits the Company to request that the lenders extend additional Term Loans in an aggregate principal amount of up to $50,000 (less the aggregate amount of certain indebtedness incurred to finance acquisitions) plus an unlimited amount subject to the Company’s Total Leverage Ratio not exceeding 4.90 :1.00 on a pro forma basis. On December 13, 2017 , the Company completed a repricing of the Term Loan Facility to reduce the Applicable Rate (as defined in the Term Loan Credit Agreement) from 475 basis points to 400 basis points over LIBOR. In connection with the repricing, the Company paid debt financing costs of $761 which were capitalized as deferred financing charges. On July 6, 2018 , the Company made a $47,100 prepayment and is no longer required to make quarterly amortization payments on the Term Loan Facility. On November 16, 2018 , the Company completed a repricing of the Term Loan Facility to reduce the Applicable Rate from 400 basis points to 350 basis points over LIBOR. In connection with the repricing, the Company paid debt financing costs of $626 which were capitalized as deferred financing charges. The Company wrote off unamortized deferred financing fees of $1,081 as a result of this repricing. The interest rates per annum applicable to Term Loans, will be, at the co-borrowers’ option, equal to either a base rate or an adjusted LIBOR rate for one, two, three, six or (if consented to by the lenders) twelve-month interest periods chosen by the Company, in each case plus an applicable margin percentage. The interest rate on this facility at December 28, 2018 was 5.8% and the final maturity of the Term Loan Facility is June 22, 2022 . The Term Loan Facility contains customary affirmative covenants, negative covenants (including restrictions, subject to customary exceptions, on incurring debt or liens, paying dividends, repaying payment subordinated and junior lien debt, disposing assets, and making investments and acquisitions), and events of default for a term loan B facility of this type, as more particularly described in the Term Loan Credit Agreement. As of December 28, 2018 , the Company was in compliance with all debt covenants under the Term Loan Facility. Asset Based Loan Facility On June 29, 2018 , the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders for which BMO Harris Bank, N.A. acts as administrative agent. The ABL Credit Agreement replaces the Company’s prior asset based loan facility (the “Prior ABL”). The ABL Credit Agreement provides for an asset based loan facility (the “ABL Facility”) in the aggregate amount of up to $150,000 , up from $75,000 under the Prior ABL. Availability under the ABL Facility will be limited to a borrowing base equal to the lesser of: (i) the aggregate amount of commitments or (ii) the sum of specified percentages of eligible receivables and eligible inventory, minus certain availability reserves. The co-borrowers under the ABL Facility are entitled on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the ABL Facility in an aggregate principal amount of up to $25,000 The ABL Facility matures on the earlier of June 29, 2023 and 90 days prior to the maturity date of the Company’s senior secured term loan. The interest rates per annum applicable to loans, other than swingline loans, under the ABL Credit Facility will be, at the co-borrowers’ option, equal to either a base rate or an adjusted LIBOR rate for one, two, three, six or (if consented to by the lenders) twelve-month, interest periods chosen by the Company, in each case plus an applicable margin percentage. The Company will pay certain recurring fees with respect to the ABL Facility, including fees on the unused commitments of the lenders. The ABL Facility contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. The ABL Facility will require compliance with a minimum consolidated fixed charge coverage ratio of 1:1 if the amount of availability under the ABL Facility falls below $10,000 or 10% of the borrowing base. Borrowings under the ABL Facility will be used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. The Company incurred transaction costs of $877 which were capitalized as deferred financing fees to be amortized over the term of the ABL Facility. On July 6, 2018 , the Company borrowed $47,100 under the ABL Facility and made an equivalent prepayment on its Term Loan Facility. There was $44,185 outstanding under the ABL Facility as of December 28, 2018 , bearing an interest rate of 3.7% . As of December 28, 2018 , the Company was in compliance with all debt covenants and the Company had reserved $15,800 of the ABL Facility for the issuance of letters of credit. As of December 28, 2018 , funds totaling $90,015 were available for borrowing under the ABL Facility. Convertible Subordinated Notes On April 6, 2015, Del Monte Capitol Meat Company, LLC, a wholly-owned subsidiary of the Company, issued $36,750 principal amount of convertible subordinated notes with a six-year maturity bearing interest at 2.5% and a conversion price of $29.70 per share to certain entities as partial consideration in the acquisition of Del Monte Capitol Meat Co. and certain related entities. On July 25, 2018 , the holders converted these notes and related accrued interest of $265 into 1,246,272 shares of the Company’s common stock. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 28, 2018 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On December 19, 2017 , the Company completed a public offering of 1,900,000 shares of our common stock which resulted in net proceeds to us of approximately $34,020 after deducting underwriters’ fees, commissions and transaction expenses. 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”), 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 28, 2018 , there were 243,257 shares available for grant. Stock compensation expense was $4,094 , $3,018 and $2,579 for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. The related tax benefit for stock-based compensation was $864 , $1,283 and $1,469 for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. The following table reflects the activity of RSAs during the fiscal years ended December 28, 2018 and December 29, 2017 : Shares Weighted Average Grant Date Fair Value Unvested at December 30, 2016 334,053 $ 18.69 Granted 207,871 14.84 Vested (116,442 ) 18.36 Forfeited (95,721 ) 17.73 Unvested at December 29, 2017 329,761 $ 16.69 Granted 311,957 23.62 Vested (113,482 ) 17.60 Forfeited (1,506 ) 17.13 Unvested at December 28, 2018 526,730 $ 20.60 The fair value of RSAs vested during the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , were $2,936 , $1,703 and $1,779 , respectively. These awards are a mix of time and performance-based grants awarded to key employees and non-employee directors which will vest over periods of one to four years . The performance-based RSAs cliff vest, if at all, after the conclusion of a three -year performance period. The number of performance-based RSAs that ultimately vest is based on the Company’s attainment of certain adjusted EBITDA and return on invested capital targets. At December 28, 2018 , the total unrecognized compensation cost for these unvested RSAs was $5,126 to be recognized over a weighted-average period of approximately 1.9 years . Of this total, $2,753 related to RSAs with time-based vesting provisions to be recognized over a weighted average period of 1.9 years and $2,373 related to RSAs with performance-based vesting provisions to be recognized over a weighted average period of 1.9 years . The following table summarizes stock option activity during the fiscal years ended December 28, 2018 and December 29, 2017 : Shares Weighted Aggregate Weighted Average Outstanding December 30, 2016 209,071 $ 20.23 $ — 9.2 Granted — — Exercised — — Forfeited (17,263 ) 20.23 Outstanding December 29, 2017 191,808 $ 20.23 $ 33 8.2 Granted — — Exercised — — Forfeited — — Outstanding December 28, 2018 191,808 $ 20.23 $ 2,129 7.2 Exercisable at December 28, 2018 — — $ — 0 During March 2016, the Company granted 259,577 non-qualified stock options with market condition provisions to its employees at an exercise price of $20.23 and a weighted average grant date fair value of $9.44 using the following key assumptions: 2016 Market Stock Options Expected volatility of common stock (based on our historical stock price) 42.8 % Risk-free interest rate (based on U.S. Treasury yields on the date of grant) 1.91 % Expected term (median years until the simulated stock price exceeds target) 1.38 These awards vest over a period of three years and require the Company’s stock to trade at or above $30 per share for twenty consecutive days within four years of issuance to meet the market condition threshold. The market condition threshold was met during fiscal 2018 . The Company recognized expense of $601 , $557 and $557 on stock options during the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. At December 28, 2018 , the total unrecognized compensation cost for these options was $114 to be recognized over a weighted-average period of approximately 0.2 years . No compensation expense related to the Company’s RSAs or stock options has been capitalized. |
Leases
Leases | 12 Months Ended |
Dec. 28, 2018 | |
Leases [Abstract] | |
Leases | 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 28, 2018 , the Company is obligated under non-cancelable operating lease agreements to make future minimum lease payments as follows: Related Party Real Estate Third Party Real Estate Third Party Vehicles Third Party Other Total 2019 $ 1,626 $ 9,502 $ 12,446 $ 1,092 $ 24,666 2020 1,275 10,114 11,016 642 23,047 2021 850 9,688 8,983 397 19,918 2022 852 9,655 7,169 162 17,838 2023 485 9,576 4,806 9 14,876 Thereafter 942 44,034 2,354 — 47,330 Total minimum lease payments $ 6,030 $ 92,569 $ 46,774 $ 2,302 $ 147,675 Total rent expense for operating leases for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 was $29,202 , $26,678 and $24,202 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 : December 28, 2018 December 29, 2017 December 30, 2016 Current income tax expense (benefit): Federal $ 2,945 $ 3,342 $ (491 ) State 1,943 1,403 153 Total current income tax expense (benefit) 4,888 4,745 (338 ) Deferred income tax expense (benefit): Federal 2,363 (1,059 ) 2,441 Foreign (472 ) 215 49 State 663 141 501 Total deferred income tax expense (benefit) 2,554 (703 ) 2,991 Total income tax expense $ 7,442 $ 4,042 $ 2,653 Income tax expense for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 differed from amounts computed using the statutory federal income tax rate due to the following reasons: December 28, 2018 December 29, 2017 December 30, 2016 Statutory U.S. Federal tax $ 5,847 $ 6,443 $ 1,987 Differences due to: State and local taxes, net of federal benefit 1,906 1,112 470 Foreign tax rate differential (224 ) (82 ) (168 ) Impact of the Tax Act — (3,573 ) — Other (87 ) 142 364 Income tax expense $ 7,442 $ 4,042 $ 2,653 Deferred tax assets and liabilities at December 28, 2018 and December 29, 2017 consist of the following: December 28, 2018 December 29, 2017 Deferred tax assets: Receivables and inventory $ 3,978 $ 3,969 Accrued expenses 1,835 1,542 Self-insurance reserves 2,050 2,179 Net operating loss carryforwards 1,749 1,191 Stock compensation 1,670 1,017 Other 803 1,696 Total deferred tax assets 12,085 11,594 Deferred tax liabilities: Property & equipment (3,446 ) (1,701 ) Intangible assets (13,197 ) (10,784 ) Contingent earn-out liabilities (3,179 ) (3,646 ) Prepaid expenses and other (1,052 ) (1,189 ) Total deferred tax liabilities (20,874 ) (17,320 ) Valuation allowance (812 ) (289 ) Total net deferred tax liability $ (9,601 ) $ (6,015 ) As of December 29, 2017 , the Company completed its accounting for the impacts of the Tax Act and recognized an income tax benefit of $3,573 in the fiscal quarter ended December 29, 2017 due to the remeasurement of the Company’s deferred tax assets and liabilities. The Company’s effective income tax rate for fiscal 2017 would have been 41.4% exclusive of the impact of the Tax Act. The Company’s actual effective income tax rate for fiscal 2017 was 22.0% . 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 2015 through 2018 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 2018 . For state tax purposes, the 2014 through 2018 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 28, 2018 , the Company had a valuation allowance of $812 which consisted of a full valuation allowance on the Company’s Canada net operating loss carryforward of $1,091 because it is not expected to be realizable in the future, offset by a $401 reduction in deferred tax liabilities related to indefinite-lived intangible assets acquired in 2013, and a valuation allowance of $122 against the Company’s state net operating loss carryforwards. The Company’s Canada net operating loss carryforward expires at various dates between fiscal 2036 and 2038 and the Company’s state net operating loss carryforwards expire at various dates between fiscal 2019 and 2038. For financial reporting purposes, net loss from operations before income taxes for our foreign subsidiaries was $3,223 , $1,520 and $1,181 for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 , respectively. We had no foreign operations prior to fiscal 2013. It is our intention to indefinitely reinvest any earnings, therefore no U.S. taxes have been provided for these amounts. The amount of foreign accumulated earnings that have been permanently reinvested is immaterial. As of December 28, 2018 and December 29, 2017 , the Company did not have any material uncertain tax positions. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 28, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information December 28, 2018 December 29, 2017 December 30, 2016 Cash paid for income taxes, net of cash received $ 4,825 $ 333 $ 6,368 Cash paid for interest, net of loss on debt extinguishment $ 16,955 $ 20,796 $ 17,790 Non-cash investing and financing activities: Sinking funds used to retire debt $ — $ 2,939 $ — Conversion of subordinated notes and accrued interest into common stock $ 37,015 $ — $ — Common stock issued for acquisitions $ — $ 3,300 $ — Acquisition purchase price payable $ — $ — $ 500 Contingent earn-out liabilities for acquisitions $ 1,414 $ 4,445 $ 500 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 28, 2018 | |
Defined Contribution Plan [Abstract] | |
Employee Benefit Plans | 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. The Company provides 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 three 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 $1,097 for fiscal 2018 , $1,172 for fiscal 2017 and $1,049 for fiscal 2016 . |
Related Parties
Related Parties | 12 Months Ended |
Dec. 28, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The Chefs’ Warehouse Mid-Atlantic, LLC, a subsidiary of the Company, leases a distribution facility that is 100% owned by entities controlled by Christopher Pappas, the Company’s chairman, president and chief executive officer, and John Pappas, the Company’s vice chairman and one of its directors, and are deemed to be affiliates of these individuals. Expense related to this facility was $533 for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 . This lease expires on September 30, 2019. Each of Christopher Pappas and John Pappas owns 8.33% of a New York City-based restaurant customer of the Company and its subsidiaries that purchased an aggregate of approximately $61 , $121 and $109 of products from the Company during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. Messrs. Pappas 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. The Company paid $119 , $137 and $315 to Architexture Studios, Inc. for interior decorating and design including the purchase of furniture and leasehold improvements primarily for our Ridgefield, Las Vegas, San Francisco and Chicago facilities during fiscal years 2018 , 2017 and 2016 , respectively. This entity is owned by Julie Hardridge, the sister-in-law of Christopher Pappas. The Company purchases products from ConAgra Foods, Inc. of which Steve Goldstone, a Director of the Company, was a member of the board of directors through September 20, 2018. The Company purchased approximately $662 , $701 and $722 worth of products from ConAgra Foods, Inc. through September 20, 2018 of fiscal 2018, and during fiscal years 2017 and 2016 , 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 $755 , $593 and $597 in total compensation for fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. John Pappas did not receive any compensation in fiscal 2018 , fiscal 2017 or fiscal 2016 for his service on the Company’s Board of Directors. John Pappas’s brother-in-law, Constantine Papataros, is one of the Company’s employees. The Company paid him approximately $194 , $188 and $194 in total compensation during fiscal 2018 , fiscal 2017 and fiscal 2016 , respectively. John DeBenedetti was a prior owner of Del Monte and served on the Company’s board of directors through April 20, 2018 at which point he ceased to be a related party. John DeBenedetti, indirectly through TJ Investments, LLC, owns an 8.33% ownership interest in Old World Provisions, which has been supplying products to the Company since the Del Monte acquisition. The Company purchased approximately $474 , $1,713 and $269 of products from Old World Provisions during the sixteen weeks ended April 20, 2018 and fiscal years 2017 and 2016 , respectively. Mr. J. DeBenedetti was not involved in the day-to-day management of Old World Provisions. With the acquisition of Del Monte, the Company leased two warehouse facilities from certain prior owners of Del Monte, including John DeBenedetti. The first property is located in American Canyon, CA and is owned by TJ Management Co. LLC, an entity owned 50% by John DeBenedetti. The Company paid rent on this facility totaling $73 , $219 and $210 during the sixteen weeks ended April 20, 2018 and fiscal years 2017 and 2016 , respectively. The second property is located in West Sacramento, CA and is owned by David DeBenedetti and Victoria DeBenedetti, the parents of John DeBenedetti. The Company paid rent on this facility totaling $78 , $234 and $225 during the sixteen weeks ended April 20, 2018 and fiscal years 2017 and 2016 , respectively. Tara Brennan, a former employee and domestic partner of John DeBennedetti, was employed by the Company through January 18, 2018 and was paid approximately $24 for fiscal 2018 , $180 for fiscal 2017 and $184 for fiscal 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred. 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. Risk Management Programs The Company’s self-insurance reserves for its medical program totaled $946 and $858 at December 28, 2018 and December 29, 2017 , respectively. The Company’s self-insurance reserves for its automobile liability program totaled $1,436 and $1,078 at December 28, 2018 and December 29, 2017 , respectively. Self-insurance reserves for workers’ compensation totaled $8,812 and $9,594 at December 28, 2018 and December 29, 2017 , respectively. Workforce As of December 28, 2018 , approximately 8% of the Company’s employees are represented by unions, all of whom are operating under collective bargaining agreements which expire at various times between fiscal 2019 and 2020. Approximately 1% of the Company’s employees are under a collective bargaining agreement that expires in fiscal 2019. |
Valuation Reserves
Valuation Reserves | 12 Months Ended |
Dec. 28, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation Reserves | Valuation Reserves The following tables summarize the activity in our valuation accounts during the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 : Balance at Beginning of Period Additions Charged to Expense Deductions Balance at End of Period Allowance for doubtful accounts December 28, 2018 $ 8,026 $ 3,790 $ (4,356 ) $ 7,460 December 29, 2017 6,848 4,061 (2,883 ) 8,026 December 30, 2016 5,803 3,224 (2,179 ) 6,848 Allowance for deferred tax assets December 28, 2018 $ 289 $ 523 $ — $ 812 December 29, 2017 — 289 — 289 December 30, 2016 — — — — |
Quarterly Results (unaudited)
Quarterly Results (unaudited) | 12 Months Ended |
Dec. 28, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (unaudited) | Quarterly Results (unaudited) The quarterly results of the Company for the fiscal years ended December 28, 2018 and December 29, 2017 are as follows: Fiscal 2018 Q1 Q2 Q3 Q4 Net sales $ 318,615 $ 370,442 $ 361,496 $ 394,056 Gross profit 79,522 93,240 91,993 102,292 Operating profit 5,740 14,948 10,268 17,802 Income before income taxes 761 9,537 5,592 11,954 Net income 544 6,819 4,157 8,882 Basic net income per share 0.02 0.24 0.14 0.30 Diluted net income per share 0.02 0.24 0.14 0.30 Fiscal 2017 Q1 Q2 Q3 (1) Q4 (2) Net sales $ 287,690 $ 331,656 $ 325,076 $ 357,098 Gross profit 73,904 82,596 80,905 91,973 Operating profit 3,121 12,163 10,494 15,349 Income (loss) before income taxes (2,812 ) 6,283 4,891 10,046 Net income (loss) (1,642 ) 3,674 2,851 9,483 Basic net income (loss) per share (0.06 ) 0.14 0.11 0.36 Diluted net income (loss) per share (0.06 ) 0.14 0.11 0.35 (1) Beginning in the third quarter of 2017 the Company began to reflect the results of the Fells Point acquisition. (2) The fourth quarter of 2017 includes a tax benefit of $3,573 related to the enactment of the Tax Act. Among other changes to the U.S. Internal Revenue Code, the Tax Act reduced the U.S. federal corporate top tax rate from 35.0% to 21.0%. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Pursuant to an asset purchase agreement, on February 25, 2019, the Company acquired substantially all of the assets of a specialty protein manufacturer and distributor based in northern California. The purchase price for the transaction was approximately $31,700 , including $27,700 paid in cash at closing and a $4,000 convertible note maturing on June 29, 2023 and bearing interest of 4.5% per annum. The interest rate charged on the note will increase to 5.0% after the two-year anniversary of the closing date. The Company will also pay contingent consideration, if earned, in the form of an earn-out which could total approximately $9,000 upon successful achievement of certain gross profit targets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 28, 2018 | |
Accounting Policies [Abstract] | |
Consolidation | 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. |
Guidance Adopted and Not Yet Adopted | Guidance Adopted in Fiscal 2018 Clarifying the Definition of a Business: In January 2017, the FASB issued guidance which clarifies whether transactions should be accounted for as acquisitions of assets or businesses. The guidance requires an entity to determine if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this criterion is met, the new guidance would define this as an asset acquisition. Furthermore, the guidance requires a business to include, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs. The Company adopted this guidance as of December 30, 2017. Revenue from Contracts with Customers: In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this guidance as of December 30, 2017 using the modified retrospective approach. Under this approach, prior financial statements are not restated and a cumulative effect adjustment is recognized upon adoption. The cumulative effect adjustment was immaterial to the Company’s financial statements. In addition, the Company made an accounting policy election to adopt the permitted practical expedient that allows an entity to expense the incremental costs of acquiring a contract as incurred if the amortization period is one year or less. Guidance Not Yet Adopted Measurement of Credit Losses on Financial Instruments: In June 2016 and as further amended in November 2018, the FASB issued guidance which requires entities to use a forward looking expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. The guidance is effective for fiscal years beginning after December 15, 2019. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on the Company’s consolidated financial statements. Implementation Costs Incurred in a Cloud Computing Arrangement Service Contract: In August 2018, the FASB issued guidance that aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred to obtain or develop internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company adopted this guidance prospectively on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Comprehensive Income: In February 2018, the FASB issued guidance that permits an entity to reclassify the stranded tax effects in accumulated other comprehensive income resulting from the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Act”), to retained earnings. The guidance also requires companies to disclose the accounting policy for releasing disproportionate tax effects from accumulated other comprehensive income. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company adopted this guidance on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Leases: In February 2016, the FASB issued guidance to increase the transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Current GAAP does not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. The Company implemented a software platform to facilitate compliance with the new standard and updated related business processes and controls. This new guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. In July 2018, the FASB issued new guidance that provided for a new optional transition method that allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to opening retained earnings. Under this approach, comparative periods are not restated. The Company adopted this guidance on December 29, 2018, using the optional transition method. Upon adoption, the Company expects to recognize operating lease liabilities of approximately $120,000 to $130,000 based on the present value of lease payments of the Company’s operating lease portfolio as of the adoption date. The discount rate used is based on the Company’s incremental borrowing rate as the Company does not have the necessary information to determine the rate implicit in each lease. The Company’s capital leases will be accounted for as finance leases upon adoption and the Company does not expect any significant changes to the accounting of such leases. Adoption is not expected to have a material impact on the Company’s consolidated statements of operations or debt covenants. |
Use of estimates | 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, contingent earn-out liabilities and tax reserves. Actual results could differ from estimates. |
Revenue recognition, Deferred Revenue, Right of Return, Contract Costs, and Cost of Sales | Revenue Recognition Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue 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. The following table presents the Company’s net sales disaggregated by principal product category: December 28, 2018 December 29, 2017 December 30, 2016 Center-of-the-Plate $ 629,038 43.5 % $ 580,025 44.6 % $ 540,550 45.3 % Dry Goods 253,176 17.5 % 224,323 17.2 % 202,225 17.0 % Pastry 199,990 13.8 % 176,672 13.6 % 162,059 13.6 % Cheeses and Charcuterie 151,640 10.5 % 133,024 10.2 % 129,980 10.9 % Dairy and Eggs 106,768 7.4 % 90,613 7.0 % 73,500 6.2 % Oils and Vinegars 76,313 5.3 % 71,962 5.5 % 64,574 5.4 % Kitchen Supplies 27,684 2.0 % 24,901 1.9 % 19,978 1.6 % Total $ 1,444,609 100 % $ 1,301,520 100 % $ 1,192,866 100 % The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information. Deferred Revenue Certain customer arrangements in the Company’s direct-to-consumer business, prepaid gift plans and gift card purchases, result in deferred revenues when cash payments are received in advance of performance. The Company recognizes revenue on its prepaid gift plans when control of each product is transferred to the customer. Performance obligations under the Company’s prepaid gift plans are satisfied within a period of twelve months or less. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage. Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns. Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote. The company recorded deferred revenues, reflected as accrued liabilities on the Company’s consolidated balance sheets, of $1,496 and $1,283 as of December 28, 2018 and December 29, 2017 , respectively. Right of Return The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods. The Company recorded a refund liability of $303 as of December 28, 2018 . Refund liabilities are reflected as accrued liabilities on the consolidated balance sheets. The Company recognized a corresponding asset of $191 as of December 28, 2018 for its right to recover products from customers on settling its refund liabilities. This asset is reflected as inventories, net on the consolidated balance sheets. Contract Costs Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within operating expenses on the Company’s consolidated statements of operations. Cost of Sales 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 shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Shipping and handling costs included in operating expenses were $79,143 , $70,108 and $62,062 for fiscal 2018 , 2017 and 2016 , respectively. Protein processing costs included in operating expenses were $13,086 , $13,058 and $12,273 for fiscal 2018 , 2017 and 2016 , respectively. |
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 adjusts inventory balances for excess and obsolete inventories to approximate their net realizable value. |
Purchase incentives | Vendor Rebates and Other Promotional 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, or an amount for year-over-year growth. |
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. |
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 up-front costs associated with the Company’s asset based loan facility are capitalized and included in other non-current assets in the consolidated balance sheets. The Company had $1,765 and $1,284 of such unamortized costs as of December 28, 2018 and December 29, 2017 , respectively. Costs associated with the issuance of other debt instruments are capitalized and presented as a direct deduction from the carrying amount of the underlying debt liability. The Company had $5,893 and $8,027 of such unamortized costs as of December 28, 2018 and December 29, 2017 , respectively. These costs are amortized over the terms of the related debt instruments by the effective interest rate method. |
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. 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. 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. |
Goodwill | The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections and growth rates which take into account estimated inflation rates. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. This methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The estimates that the Company uses in its discounted cash flow methodology involve many assumptions by management that are based upon future growth projections. 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.” In the fourth quarter of 2018, the Company reevaluated its operating segments to align with how the Company’s chief operating decision maker evaluates performance and allocates resources. This analysis resulted in a change from two reporting units, Protein and Specialty, to three reporting units, East Coast, Midwest and West Coast. The Company performed a qualitative impairment test on the Protein and Specialty reporting units immediately preceding the change in reporting units and concluded there was no impairment. For the fiscal years ended December 28, 2018 and December 29, 2017 , the Company tested goodwill for impairment using a quantitative analysis. The quantitative analysis consists of a comparison of the carrying value of the Company’s reporting units, including goodwill, to the estimated fair value of the reporting units that was determined using a discounted cash flow methodology. A goodwill impairment loss, if any, would be recognized for the amount by which the reporting unit’s carrying value exceeded its fair value. |
Employee benefit programs | Employee Benefit Programs The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). |
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 estimates its ability to recover deferred tax assets within the jurisdiction from which they arise. This evaluation considers several factors, including results of recent operations, future taxable income, scheduled reversal of deferred tax liabilities, and tax planning strategies. The Company follows certain provisions of ASC 740, “Income Taxes” 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. |
Contingent earn-out liabilities | Contingent Earn-out Liabilities The Company accounts for contingent consideration relating to business combinations as a liability and an increase to goodwill at the date of the acquisition and continually remeasures the liability at each balance sheet date by recording changes in the fair value through the Consolidated Statements of Operations. The Company determines the fair value of contingent consideration based on future operating projections under various potential scenarios, including the use of Monte Carlo simulations, and weighs the probability of these outcomes. The ultimate settlement of contingent earn-out liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. |
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 (“RSAs”) and performance share units are valued based on the fair value of the stock on the grant date. The related compensation expense is recognized over the service period on a straight-line basis. Compensation expense on performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of stock options with market conditions is determined based on a Monte Carlo simulation in order to simulate a range of possible future stock prices for the Company’s s stock. For 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 The Company maintains a self-insured group medical program. The program contains individual stop loss thresholds of $175 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 maintains an insurance program for its automobile liability and workers’ compensation insurance subject to deductibles or self-insured retentions of $500 for workers’ compensation and $250 for automobile liability per occurrence. The amounts in excess of the 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. |
Assets and liabilities measured at fair value | Assets and Liabilities Measured at Fair Value 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. |
Net Income per Share (Tables)
Net Income per Share (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth the computation of basic and diluted earnings per share: Fiscal Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Net income per share: Basic $ 0.71 $ 0.55 $ 0.12 Diluted $ 0.70 $ 0.54 $ 0.12 Weighted average common shares: Basic 28,703,265 26,118,482 25,919,480 Diluted 29,678,919 27,424,526 26,029,609 |
Schedule of reconciliation of earnings per share | Reconciliation of net income per common share: Fiscal Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Numerator: Net income $ 20,402 $ 14,366 $ 3,023 Add effect of dilutive securities Interest on convertible notes, net of tax 362 536 — Adjusted net income $ 20,764 $ 14,902 $ 3,023 Denominator: Weighted average basic common shares outstanding 28,703,265 26,118,482 25,919,480 Dilutive effect of stock options and unvested common shares 270,520 68,670 110,129 Dilutive effect of convertible notes 705,134 1,237,374 — Weighted average diluted common shares outstanding 29,678,919 27,424,526 26,029,609 |
Schedule of dilutive securities that have been excluded from the calculation of diluted net income | Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows: Fiscal Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Restricted Share Awards (“RSAs”) 42 84,511 92,812 Stock options — 201,799 209,071 Convertible subordinated notes — — 1,237,374 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in Level 3 contingent consideration liability | The following table presents the changes in Level 3 contingent earn-out liabilities: Del Monte MT Food Fells Point Other Acquisitions Total Balance December 30, 2016 $ 1,362 $ 500 $ — $ — $ 1,862 Acquisitions — — 4,445 — 4,445 Payments — (500 ) — — (500 ) Changes in fair value (713 ) — 134 — (579 ) Balance December 29, 2017 649 — 4,579 — 5,228 Acquisitions — — — 1,414 1,414 Payments — — (3,000 ) — (3,000 ) Changes in fair value (649 ) — 2,070 27 1,448 Balance December 28, 2018 $ — $ — $ 3,649 $ 1,441 $ 5,090 |
Schedule of carrying value and fair value of the Company's convertible subordinated notes | The following table presents the carrying value and fair value of the Company’s convertible subordinated notes (more fully described in Note 9). In estimating the fair value of these convertible subordinated notes, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk free interest rate in calculating the fair value estimate. On July 25, 2018 , these notes were converted into 1,246,272 shares of the Company’s common stock. December 28, 2018 December 29, 2017 Carrying Value Fair Value Carrying Value Fair Value Convertible Secured Notes $ — $ — $ 36,750 $ 38,091 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Business Combinations [Abstract] | |
Schedule of assets and liabilities acquired | The table below sets forth the purchase price allocation of these acquisitions: Fells Point Other Acquisitions Current assets (includes cash acquired) $ 6,971 $ 8,423 Customer relationships 13,600 4,060 Trademarks 7,300 — Non-compete agreement 400 — Goodwill 9,035 7,839 Fixed assets 2,459 1,736 Current liabilities (1,196 ) (6,635 ) Earn-out liability (4,445 ) (1,414 ) Other long-term liabilities — (608 ) Total consideration $ 34,124 $ 13,401 |
Equipment and Leasehold Impro_2
Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant, equipment and leasehold improvements | Equipment and leasehold improvements as of December 28, 2018 and December 29, 2017 consisted of the following: Useful Lives December 28, 2018 December 29, 2017 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,292 1,292 Machinery and equipment 5-10 years 17,837 16,183 Computers, data processing and other equipment 3-7 years 11,244 9,924 Leasehold improvements 7-22 years 60,565 53,653 Furniture and fixtures 7 years 3,268 3,100 Vehicles 5-7 years 2,769 2,570 Other 7 years 95 95 Construction-in-process 15,757 15,030 113,997 103,017 Less: accumulated depreciation (41,190 ) (34,639 ) Equipment and leasehold improvements, net $ 72,807 $ 68,378 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
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 30, 2016 $ 163,784 Goodwill adjustments 3,418 Business combinations 5,946 Foreign currency translation 54 Carrying amount as of December 29, 2017 173,202 Goodwill adjustments 3,283 Business combinations 7,839 Foreign currency translation (44 ) Carrying amount as of December 28, 2018 $ 184,280 |
Schedule of other intangible assets | Other intangible assets as of December 28, 2018 and December 29, 2017 consisted of the following: Weighted-Average Gross Accumulated Net Amount December 28, 2018 Customer relationships 137 months $ 119,488 $ (36,185 ) $ 83,303 Non-compete agreements 54 months 7,579 (7,251 ) 328 Trademarks 213 months 59,862 (13,460 ) 46,402 Total $ 186,929 $ (56,896 ) $ 130,033 December 29, 2017 Customer relationships 145 months $ 117,006 $ (27,704 ) $ 89,302 Non-compete agreements 43 months 7,566 (6,946 ) 620 Trademarks 221 months 60,734 (10,336 ) 50,398 Total $ 185,306 $ (44,986 ) $ 140,320 |
Schedule of estimated future amortization expense | As of December 28, 2018 , estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows: 2019 $ 11,423 2020 11,150 2021 11,146 2022 10,366 2023 9,341 Thereafter 76,607 Total $ 130,033 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of December 28, 2018 and December 29, 2017 consisted of the following: December 28, 2018 December 29, 2017 Senior secured term loan $ 239,745 $ 288,435 Convertible subordinated notes — 36,750 Capital lease and other financing obligations 193 664 Asset based loan facility 44,185 — Deferred finance fees and original issue discount (5,893 ) (8,027 ) Total debt obligations 278,230 317,822 Less: current installments (61 ) (3,827 ) Total debt obligations excluding current installments $ 278,169 $ 313,995 |
Schedule of maturities of the company's debt | Maturities of the Company’s debt for each of the next five years and thereafter at December 28, 2018 are as follows: 2019 $ 61 2020 49 2021 42 2022 283,967 2023 4 Thereafter — Total $ 284,123 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of restricted stock activity | The following table reflects the activity of RSAs during the fiscal years ended December 28, 2018 and December 29, 2017 : Shares Weighted Average Grant Date Fair Value Unvested at December 30, 2016 334,053 $ 18.69 Granted 207,871 14.84 Vested (116,442 ) 18.36 Forfeited (95,721 ) 17.73 Unvested at December 29, 2017 329,761 $ 16.69 Granted 311,957 23.62 Vested (113,482 ) 17.60 Forfeited (1,506 ) 17.13 Unvested at December 28, 2018 526,730 $ 20.60 |
Summary of stock option activity | The following table summarizes stock option activity during the fiscal years ended December 28, 2018 and December 29, 2017 : Shares Weighted Aggregate Weighted Average Outstanding December 30, 2016 209,071 $ 20.23 $ — 9.2 Granted — — Exercised — — Forfeited (17,263 ) 20.23 Outstanding December 29, 2017 191,808 $ 20.23 $ 33 8.2 Granted — — Exercised — — Forfeited — — Outstanding December 28, 2018 191,808 $ 20.23 $ 2,129 7.2 Exercisable at December 28, 2018 — — $ — 0 |
Key assumptions for weighted average grant date fair value of options | During March 2016, the Company granted 259,577 non-qualified stock options with market condition provisions to its employees at an exercise price of $20.23 and a weighted average grant date fair value of $9.44 using the following key assumptions: 2016 Market Stock Options Expected volatility of common stock (based on our historical stock price) 42.8 % Risk-free interest rate (based on U.S. Treasury yields on the date of grant) 1.91 % Expected term (median years until the simulated stock price exceeds target) 1.38 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | As of December 28, 2018 , the Company is obligated under non-cancelable operating lease agreements to make future minimum lease payments as follows: Related Party Real Estate Third Party Real Estate Third Party Vehicles Third Party Other Total 2019 $ 1,626 $ 9,502 $ 12,446 $ 1,092 $ 24,666 2020 1,275 10,114 11,016 642 23,047 2021 850 9,688 8,983 397 19,918 2022 852 9,655 7,169 162 17,838 2023 485 9,576 4,806 9 14,876 Thereafter 942 44,034 2,354 — 47,330 Total minimum lease payments $ 6,030 $ 92,569 $ 46,774 $ 2,302 $ 147,675 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 : December 28, 2018 December 29, 2017 December 30, 2016 Current income tax expense (benefit): Federal $ 2,945 $ 3,342 $ (491 ) State 1,943 1,403 153 Total current income tax expense (benefit) 4,888 4,745 (338 ) Deferred income tax expense (benefit): Federal 2,363 (1,059 ) 2,441 Foreign (472 ) 215 49 State 663 141 501 Total deferred income tax expense (benefit) 2,554 (703 ) 2,991 Total income tax expense $ 7,442 $ 4,042 $ 2,653 |
Schedule of income tax reconciliation | Income tax expense for the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 differed from amounts computed using the statutory federal income tax rate due to the following reasons: December 28, 2018 December 29, 2017 December 30, 2016 Statutory U.S. Federal tax $ 5,847 $ 6,443 $ 1,987 Differences due to: State and local taxes, net of federal benefit 1,906 1,112 470 Foreign tax rate differential (224 ) (82 ) (168 ) Impact of the Tax Act — (3,573 ) — Other (87 ) 142 364 Income tax expense $ 7,442 $ 4,042 $ 2,653 |
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities at December 28, 2018 and December 29, 2017 consist of the following: December 28, 2018 December 29, 2017 Deferred tax assets: Receivables and inventory $ 3,978 $ 3,969 Accrued expenses 1,835 1,542 Self-insurance reserves 2,050 2,179 Net operating loss carryforwards 1,749 1,191 Stock compensation 1,670 1,017 Other 803 1,696 Total deferred tax assets 12,085 11,594 Deferred tax liabilities: Property & equipment (3,446 ) (1,701 ) Intangible assets (13,197 ) (10,784 ) Contingent earn-out liabilities (3,179 ) (3,646 ) Prepaid expenses and other (1,052 ) (1,189 ) Total deferred tax liabilities (20,874 ) (17,320 ) Valuation allowance (812 ) (289 ) Total net deferred tax liability $ (9,601 ) $ (6,015 ) |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | December 28, 2018 December 29, 2017 December 30, 2016 Cash paid for income taxes, net of cash received $ 4,825 $ 333 $ 6,368 Cash paid for interest, net of loss on debt extinguishment $ 16,955 $ 20,796 $ 17,790 Non-cash investing and financing activities: Sinking funds used to retire debt $ — $ 2,939 $ — Conversion of subordinated notes and accrued interest into common stock $ 37,015 $ — $ — Common stock issued for acquisitions $ — $ 3,300 $ — Acquisition purchase price payable $ — $ — $ 500 Contingent earn-out liabilities for acquisitions $ 1,414 $ 4,445 $ 500 |
Valuation Reserves (Tables)
Valuation Reserves (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule of allowance for doubtful accounts | The following tables summarize the activity in our valuation accounts during the fiscal years ended December 28, 2018 , December 29, 2017 and December 30, 2016 : Balance at Beginning of Period Additions Charged to Expense Deductions Balance at End of Period Allowance for doubtful accounts December 28, 2018 $ 8,026 $ 3,790 $ (4,356 ) $ 7,460 December 29, 2017 6,848 4,061 (2,883 ) 8,026 December 30, 2016 5,803 3,224 (2,179 ) 6,848 |
Schedule of allowance for deferred tax assets | Allowance for deferred tax assets December 28, 2018 $ 289 $ 523 $ — $ 812 December 29, 2017 — 289 — 289 December 30, 2016 — — — — |
Quarterly Results (unaudited) (
Quarterly Results (unaudited) (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly results | The quarterly results of the Company for the fiscal years ended December 28, 2018 and December 29, 2017 are as follows: Fiscal 2018 Q1 Q2 Q3 Q4 Net sales $ 318,615 $ 370,442 $ 361,496 $ 394,056 Gross profit 79,522 93,240 91,993 102,292 Operating profit 5,740 14,948 10,268 17,802 Income before income taxes 761 9,537 5,592 11,954 Net income 544 6,819 4,157 8,882 Basic net income per share 0.02 0.24 0.14 0.30 Diluted net income per share 0.02 0.24 0.14 0.30 Fiscal 2017 Q1 Q2 Q3 (1) Q4 (2) Net sales $ 287,690 $ 331,656 $ 325,076 $ 357,098 Gross profit 73,904 82,596 80,905 91,973 Operating profit 3,121 12,163 10,494 15,349 Income (loss) before income taxes (2,812 ) 6,283 4,891 10,046 Net income (loss) (1,642 ) 3,674 2,851 9,483 Basic net income (loss) per share (0.06 ) 0.14 0.11 0.36 Diluted net income (loss) per share (0.06 ) 0.14 0.11 0.35 (1) Beginning in the third quarter of 2017 the Company began to reflect the results of the Fells Point acquisition. (2) The fourth quarter of 2017 includes a tax benefit of $3,573 related to the enactment of the Tax Act. Among other changes to the U.S. Internal Revenue Code, the Tax Act reduced the U.S. federal corporate top tax rate from 35.0% to 21.0%. |
Operations and Basis of Prese_2
Operations and Basis of Presentation (Details) $ in Thousands | 12 Months Ended | |
Dec. 28, 2018segment | Dec. 29, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 1 | |
ASU 2016-02 | Forecast | Minimum | Subsequent Event | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | $ 120,000 | |
Operating lease liabilities | 105,000 | |
ASU 2016-02 | Forecast | Maximum | Subsequent Event | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | 130,000 | |
Operating lease liabilities | $ 110,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 28, 2018USD ($)reporting_unit | Sep. 28, 2018reporting_unit | Dec. 28, 2018USD ($) | Dec. 29, 2017USD ($) | Dec. 30, 2016USD ($) | Nov. 16, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenues | $ 1,496,000 | $ 1,496,000 | $ 1,283,000 | |||
Refund liability | 303,000 | 303,000 | ||||
Right to recover product | $ 191,000 | $ 191,000 | ||||
Contract costs, amortization period | 1 year | 1 year | ||||
Cost of sales | $ 1,077,562,000 | 972,142,000 | $ 891,649,000 | |||
Protein processing costs | 13,086,000 | 13,058,000 | 12,273,000 | |||
Purchase incentives | 19,731,000 | 17,265,000 | 13,670,000 | |||
Impairment of long-lived assets | 0 | 0 | 0 | |||
Unamortized costs of certain up-front costs | $ 1,765,000 | 1,765,000 | 1,284,000 | |||
Unamortized costs if issuance of other debt instruments | $ 5,893,000 | 5,893,000 | 8,027,000 | |||
Amortization of debt issuance costs | 3,155,000 | 2,084,000 | 1,807,000 | |||
Number of reporting units | reporting_unit | 3 | 2 | ||||
Matching contribution under 401k plan | 1,097,000 | 1,172,000 | 1,049,000 | |||
Capitalized software costs, net of accumulated amortization | $ 12,469,000 | 12,469,000 | 6,034,000 | |||
Self-insurance stoploss threshold | 175,000 | |||||
Workers Compensation | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Self insured retention amount per claim | 500,000 | |||||
Automobiles | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Self insured retention amount per claim | 250,000 | |||||
Term Loan Credit Agreement | Asset based loan facility | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Write off, unamortized deferred financing fees | $ 1,081,000 | |||||
Shipping and Handling | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Cost of sales | $ 79,143,000 | $ 70,108,000 | $ 62,062,000 | |||
Minimum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Payment terms for contracts with customers | 20 days | |||||
Minimum | Software and Software Development Costs | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Useful life of computer software | 3 years | |||||
Maximum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Payment terms for contracts with customers | 60 days | |||||
Maximum | Software and Software Development Costs | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Useful life of computer software | 7 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Mar. 30, 2018 | Dec. 29, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 394,056 | $ 361,496 | $ 370,442 | $ 318,615 | $ 357,098 | $ 325,076 | $ 331,656 | $ 287,690 | $ 1,444,609 | $ 1,301,520 | $ 1,192,866 |
Center-Of-The-Plate Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 629,038 | 580,025 | 540,550 | ||||||||
Dry Goods Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 253,176 | 224,323 | 202,225 | ||||||||
Pastry Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 199,990 | 176,672 | 162,059 | ||||||||
Cheese And Charcuterie Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 151,640 | 133,024 | 129,980 | ||||||||
Dairy And Eggs Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 106,768 | 90,613 | 73,500 | ||||||||
Oils And Vinegar Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 76,313 | 71,962 | 64,574 | ||||||||
Kitchen Supplies Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 27,684 | $ 24,901 | $ 19,978 | ||||||||
Net Sales | Product Concentration Risk | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | ||||||||
Net Sales | Product Concentration Risk | Center-Of-The-Plate Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 43.50% | 44.60% | 45.30% | ||||||||
Net Sales | Product Concentration Risk | Dry Goods Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 17.50% | 17.20% | 17.00% | ||||||||
Net Sales | Product Concentration Risk | Pastry Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 13.80% | 13.60% | 13.60% | ||||||||
Net Sales | Product Concentration Risk | Cheese And Charcuterie Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 10.50% | 10.20% | 10.90% | ||||||||
Net Sales | Product Concentration Risk | Dairy And Eggs Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 7.40% | 7.00% | 6.20% | ||||||||
Net Sales | Product Concentration Risk | Oils And Vinegar Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 5.30% | 5.50% | 5.40% | ||||||||
Net Sales | Product Concentration Risk | Kitchen Supplies Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Concentration Risk, Percentage | 2.00% | 1.90% | 1.60% |
Net Income per Share - Schedule
Net Income per Share - Schedule of earnings per share (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Mar. 30, 2018 | Dec. 29, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Net income per share: | |||||||||||
Basic (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.24 | $ 0.02 | $ 0.36 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.71 | $ 0.55 | $ 0.12 |
Diluted (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.24 | $ 0.02 | $ 0.35 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.70 | $ 0.54 | $ 0.12 |
Weighted average common shares: | |||||||||||
Basic (in shares) | 28,703,265 | 26,118,482 | 25,919,480 | ||||||||
Diluted (in shares) | 29,678,919 | 27,424,526 | 26,029,609 |
Net Income per Share - Schedu_2
Net Income per Share - Schedule of reconciliation of earnings per share (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Mar. 30, 2018 | Dec. 29, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | |||||||||||
Net income | $ 8,882 | $ 4,157 | $ 6,819 | $ 544 | $ 9,483 | $ 2,851 | $ 3,674 | $ (1,642) | $ 20,402 | $ 14,366 | $ 3,023 |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | |||||||||||
Interest on convertible notes, net of tax | 362 | 536 | 0 | ||||||||
Adjusted net income | $ 20,764 | $ 14,902 | $ 3,023 | ||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | |||||||||||
Weighted average basic common shares outstanding (in shares) | 28,703,265 | 26,118,482 | 25,919,480 | ||||||||
Dilutive effect of stock options and unvested common shares (in shares) | 270,520 | 68,670 | 110,129 | ||||||||
Dilutive effect of convertible notes (in shares) | 705,134 | 1,237,374 | 0 | ||||||||
Weighted average diluted common shares outstanding (in shares) | 29,678,919 | 27,424,526 | 26,029,609 |
Net Income per Share - Schedu_3
Net Income per Share - Schedule of dilutive securities that have been excluded from the calculation of diluted net income (Details Narrative) - shares | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Restricted Share Awards (“RSAs”) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 42 | 84,511 | 92,812 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 0 | 201,799 | 209,071 |
Convertible subordinated notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 0 | 0 | 1,237,374 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Jul. 25, 2018 | Dec. 28, 2018 | Dec. 29, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Liability fair value | $ 2,792 | $ 5,228 | |
Common Stock | Convertible subordinated notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Number of shares converted, convertible subordinated notes (in shares) | 1,246,272 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | $ 5,228 | |
Balance at ending | 2,792 | $ 5,228 |
Fair Value Inputs Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 5,228 | 1,862 |
Acquisitions | 1,414 | 4,445 |
Payments | (3,000) | (500) |
Changes in fair value | 1,448 | (579) |
Balance at ending | 5,090 | 5,228 |
Fair Value Inputs Level 3 | Del Monte | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 649 | 1,362 |
Acquisitions | 0 | 0 |
Payments | 0 | 0 |
Changes in fair value | (649) | (713) |
Balance at ending | 0 | 649 |
Fair Value Inputs Level 3 | MT Food | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 0 | 500 |
Acquisitions | 0 | 0 |
Payments | 0 | (500) |
Changes in fair value | 0 | 0 |
Balance at ending | 0 | 0 |
Fair Value Inputs Level 3 | Fells Point | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 4,579 | 0 |
Acquisitions | 0 | 4,445 |
Payments | (3,000) | 0 |
Changes in fair value | 2,070 | 134 |
Balance at ending | 3,649 | 4,579 |
Fair Value Inputs Level 3 | Other Acquisitions | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 0 | 0 |
Acquisitions | 1,414 | 0 |
Payments | 0 | 0 |
Changes in fair value | 27 | 0 |
Balance at ending | $ 1,441 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible secured notes | $ 0 | $ 36,750 |
Fair Value Inputs Level 3 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible secured notes | $ 0 | $ 38,091 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | Oct. 02, 2018USD ($) | Aug. 25, 2017USD ($)shares | Mar. 30, 2018USD ($) | Dec. 28, 2018USD ($)warehouse | Dec. 29, 2017USD ($) |
Business Acquisition [Line Items] | |||||
Increase (decrease) in goodwill | $ 3,283 | $ 3,418 | |||
Strategic acquisitions | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire business | $ 13,401 | ||||
Warehouse facility leases | warehouse | 4 | ||||
Payments for rent | $ 671 | ||||
Strategic acquisitions | Minimum | |||||
Business Acquisition [Line Items] | |||||
Term of lease | 2 years | ||||
Strategic acquisitions | Maximum | |||||
Business Acquisition [Line Items] | |||||
Term of lease | 5 years | ||||
Fells Point | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire business | $ 29,722 | ||||
Term of lease | 5 years | ||||
Payments for rent | $ 258 | $ 86 | |||
Aggregate purchase price | $ 34,124 | ||||
Issuance of common stock for acquisition | $ 3,300 | ||||
Issuance of common stock for acquisition (in shares) | shares | 185,442 | ||||
Net working capital true-up for acquisition | $ 1,102 | ||||
Increase (decrease) in goodwill | $ 2,300 | ||||
Goodwill amortization period for tax purposes | 15 years | ||||
Amount paid for earn-out to former owners of Fellas Point | $ 3,000 | ||||
Fells Point | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Increase (decrease) in intangible assets | (1,500) | ||||
Weighted average useful life | 15 years | ||||
Fells Point | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Increase (decrease) in intangible assets | $ (800) | ||||
Weighted average useful life | 20 years |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 | Aug. 25, 2017 | Dec. 30, 2016 | Jun. 27, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 184,280 | $ 173,202 | $ 163,784 | ||
Fells Point | |||||
Business Acquisition [Line Items] | |||||
Current assets (includes cash acquired) | $ 6,971 | ||||
Goodwill | 9,035 | ||||
Fixed assets | 2,459 | ||||
Current liabilities | (1,196) | ||||
Earn-out liability | (4,445) | ||||
Other long-term liabilities | 0 | ||||
Total consideration | 34,124 | ||||
Fells Point | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 13,600 | ||||
Fells Point | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 7,300 | ||||
Fells Point | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 400 | ||||
Other Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Current assets (includes cash acquired) | $ 8,423 | ||||
Goodwill | 7,839 | ||||
Fixed assets | 1,736 | ||||
Current liabilities | (6,635) | ||||
Earn-out liability | (1,414) | ||||
Other long-term liabilities | (608) | ||||
Total consideration | 13,401 | ||||
Other Acquisitions | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 4,060 | ||||
Other Acquisitions | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 0 | ||||
Other Acquisitions | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 0 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage and obsolescence | $ 1,921 | $ 1,934 |
Equipment and Leasehold Impro_3
Equipment and Leasehold Improvements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 113,997 | $ 103,017 |
Less: accumulated depreciation and amortization | (41,190) | (34,639) |
Equipment and leasehold improvements, net | 72,807 | 68,378 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 1,170 | 1,170 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 20 years | |
Equipment and leasehold improvements, gross | $ 1,292 | 1,292 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 17,837 | 16,183 |
Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 11,244 | 9,924 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 60,565 | 53,653 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Equipment and leasehold improvements, gross | $ 3,268 | 3,100 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 2,769 | 2,570 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Equipment and leasehold improvements, gross | $ 95 | 95 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 15,757 | $ 15,030 |
Minimum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Minimum | Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Minimum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Maximum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 10 years | |
Maximum | Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 22 years | |
Maximum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years |
Equipment and Leasehold Impro_4
Equipment and Leasehold Improvements - Narrative (Details) - USD ($) | Sep. 26, 2016 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense, various assets | $ 10,296,000 | $ 8,516,000 | $ 7,082,000 | |
Depreciation expense, excluding capital leases | 7,090,000 | 6,644,000 | 5,679,000 | |
Interest expense | 20,745,000 | 22,709,000 | 41,632,000 | |
Capitalized interest expense | 0 | 0 | 0 | |
Cash consideration for parcel of land sold | $ 550,000 | 30,000 | 0 | 550,000 |
Pre-tax gain on sale of parcel of land | $ 113,000 | |||
Construction-in-process | ||||
Property, Plant and Equipment [Line Items] | ||||
ERP, expected cost remaining | 4,500,000 | |||
Assets financed by capital leases | ||||
Property, Plant and Equipment [Line Items] | ||||
Assets financed by capital lease | 388,000 | 530,000 | ||
Depreciation expense, various assets | 52,000 | 64,000 | 71,000 | |
Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense, various assets | $ 3,154,000 | $ 1,808,000 | $ 1,332,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 173,202 | $ 163,784 |
Goodwill adjustments | 3,283 | 3,418 |
Business combinations | 7,839 | 5,946 |
Foreign currency translation | (44) | 54 |
Ending balance | $ 184,280 | $ 173,202 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 11,910 | $ 12,033 | $ 11,433 |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 4 years | ||
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 20 years | ||
Non-compete agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 2 years | ||
Non-compete agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 6 years | ||
Trademarks | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 1 year | ||
Trademarks | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 40 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 186,929 | $ 185,306 |
Accumulated Amortization | (56,896) | (44,986) |
Net Amount | $ 130,033 | $ 140,320 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 137 months | 145 months |
Gross Carrying Amount | $ 119,488 | $ 117,006 |
Accumulated Amortization | (36,185) | (27,704) |
Net Amount | $ 83,303 | $ 89,302 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 54 months | 43 months |
Gross Carrying Amount | $ 7,579 | $ 7,566 |
Accumulated Amortization | (7,251) | (6,946) |
Net Amount | $ 328 | $ 620 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 213 months | 221 months |
Gross Carrying Amount | $ 59,862 | $ 60,734 |
Accumulated Amortization | (13,460) | (10,336) |
Net Amount | $ 46,402 | $ 50,398 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future amortization (Details) $ in Thousands | Dec. 28, 2018USD ($) |
Estimated amortization in fiscal year: | |
2,019 | $ 11,423 |
2,020 | 11,150 |
2,021 | 11,146 |
2,022 | 10,366 |
2,023 | 9,341 |
Thereafter | 76,607 |
Total | $ 130,033 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of debt obligations (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Debt Instrument [Line Items] | ||
Deferred finance fees and original issue discount | $ (5,893) | $ (8,027) |
Total debt obligations | 278,230 | 317,822 |
Less: current installments | (61) | (3,827) |
Total debt obligations excluding current installments | 278,169 | 313,995 |
Senior secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 239,745 | 288,435 |
Convertible subordinated notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 36,750 |
Capital lease and other financing obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt | 193 | 664 |
Asset based loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 44,185 | $ 0 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of maturities of the company's debt (Details) $ in Thousands | Dec. 28, 2018USD ($) |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
2,019 | $ 61 |
2,020 | 49 |
2,021 | 42 |
2,022 | 283,967 |
2,023 | 4 |
Thereafter | 0 |
Total | $ 284,123 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) | Nov. 16, 2018USD ($) | Jul. 25, 2018USD ($)shares | Jul. 06, 2018USD ($) | Dec. 13, 2017USD ($) | Sep. 14, 2016USD ($) | Jun. 27, 2016USD ($) | Jun. 22, 2016USD ($) | Dec. 28, 2018USD ($) | Dec. 29, 2017USD ($) | Dec. 30, 2016USD ($) | Jun. 29, 2018USD ($) | Apr. 06, 2015USD ($)$ / shares |
Debt Instrument [Line Items] | ||||||||||||
Borrowings under asset based loan facility | $ 47,100,000 | $ 24,000,000 | $ 33,200,000 | |||||||||
Payments of debt financing costs | 1,502,000 | 761,000 | 7,782,000 | |||||||||
Payments under revolving credit line | 2,916,000 | 24,000,000 | $ 126,582,000 | |||||||||
Deferred financing fees | 5,893,000 | 8,027,000 | ||||||||||
Asset based loan facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 44,185,000 | 0 | ||||||||||
Asset based loan facility | Term Loan Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum debt borrowing capacity | $ 305,000,000 | |||||||||||
Payments of debt financing costs | $ 626,000 | $ 761,000 | ||||||||||
Payments under revolving credit line | $ 47,100,000 | $ 25,000,000 | ||||||||||
Write off, unamortized deferred financing fees | $ 1,081,000 | |||||||||||
Effective interest rate | 5.80% | |||||||||||
Asset based loan facility | Delayed Draw Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum debt borrowing capacity | $ 50,000,000 | |||||||||||
Line of credit, deferral period | 6 months | |||||||||||
Budgeted leverage ratio | 4.90 | |||||||||||
Asset based loan facility | Delayed Draw Term Loan | MT Food | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowings under asset based loan facility | $ 14,000,000 | |||||||||||
Asset based loan facility | ABL Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum debt borrowing capacity | $ 75,000,000 | $ 150,000,000 | ||||||||||
Borrowings under asset based loan facility | $ 47,100,000 | |||||||||||
Effective interest rate | 3.70% | |||||||||||
Potential principal amount increase | $ 25,000,000 | |||||||||||
Minimum consolidated fixed charge coverage ratio | 1 | |||||||||||
Minimum borrowing base | $ 10,000,000 | |||||||||||
Minimum borrowing base, percentage | 10.00% | |||||||||||
Deferred financing fees | $ 877,000 | |||||||||||
Long-term line of credit outstanding balance | 44,185,000 | |||||||||||
Amounts reserved for issuance of letters of credit | 15,800,000 | |||||||||||
Line of credit facility, current borrowing capacity | 90,015,000 | |||||||||||
Convertible Subordinated Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 0 | $ 36,750,000 | ||||||||||
Convertible Subordinated Debt | Convertible subordinated notes effective April 2015 | Del Monte | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 36,750,000 | |||||||||||
Interest rate | 2.50% | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 29.7 | |||||||||||
LIBOR | Asset based loan facility | Term Loan Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis points | 3.50% | 4.00% | 4.75% | |||||||||
Convertible Subordinated Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Accrued interest on notes converted | $ 265,000 | |||||||||||
Common Stock | Convertible Subordinated Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares converted, convertible subordinated notes (in shares) | shares | 1,246,272 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | Dec. 19, 2017 | Mar. 31, 2016 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Public offering of common stock (in shares) | 1,900,000 | ||||
Proceeds from issuance of common stock | $ 34,020,000 | ||||
Stock compensation expense | $ 4,094,000 | $ 3,018,000 | $ 2,579,000 | ||
Tax benefit for stock compensation | $ 864,000 | $ 1,283,000 | 1,469,000 | ||
Stock options grants (per option) | 259,577 | 0 | 0 | ||
Exercise price (in dollars per share) | $ 20.23 | $ 0 | $ 0 | ||
Weighted average grant date fair value (in dollars per option) | $ 9.44 | ||||
Unrecognized compensation cost for options | $ 114,000 | ||||
Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for grant (in shares) | 1,750,000 | ||||
Number of shares available for grant (in shares) | 243,257 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of RSAs vested | $ 2,936,000 | $ 1,703,000 | $ 1,779,000 | ||
Unvested RSAs outstanding (in shares) | 526,730 | 329,761 | 334,053 | ||
Compensation expense capitalized | $ 0 | ||||
Restricted Stock | Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average remaining term (in years) | 10 years | ||||
Total unrecognized compensation cost | $ 5,126,000 | ||||
Weighted-average remaining period of recognition (in months) | 1 year 11 months 5 days | ||||
Incentive Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for grant (in shares) | 1,000,000 | ||||
Time-Based Restricted Share | Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested RSAs outstanding (in shares) | 2,753,000 | ||||
Weighted-average remaining period of recognition (in months) | 1 year 11 months | ||||
Performance-Based Restricted Share | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 3 years | ||||
Performance-Based Restricted Share | Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested RSAs outstanding (in shares) | 2,373,000 | ||||
Weighted-average remaining period of recognition (in months) | 1 year 11 months 10 days | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 3 years | ||||
Weighted-average remaining period of recognition (in months) | 2 months | ||||
Trade at or above to vest (per share) | $ 30 | ||||
Consecutive days | 20 days | ||||
Years of issuance | 4 years | ||||
Stock or unit option plan expense | $ 601,000 | $ 557,000 | $ 557,000 | ||
Minimum | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 1 year | ||||
Maximum | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 4 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of restricted stock activity (Details) - Restricted Share Awards - $ / shares | 12 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Number of Shares | ||
Unvested at beginning (in shares) | 329,761 | 334,053 |
Granted shares (in shares) | 311,957 | 207,871 |
Vested shares (in shares) | (113,482) | (116,442) |
Forfeited shares (in shares) | (1,506) | (95,721) |
Unvested at ending (in shares) | 526,730 | 329,761 |
Weighted Average Grant Date Fair Value | ||
Unvested at beginning (in dollars per share) | $ 16.69 | $ 18.69 |
Granted shares (in dollars per share) | 23.62 | 14.84 |
Vested shares (in dollars per share) | 17.60 | 18.36 |
Forfeited shares (in dollars per share) | 17.13 | 17.73 |
Unvested at ending (in dollars per share) | $ 20.60 | $ 16.69 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Shares | ||||
Outstanding (in shares) | 191,808 | 209,071 | ||
Granted (in shares) | 259,577 | 0 | 0 | |
Exercised (in shares) | 0 | 0 | ||
Forfeited (in shares) | 0 | (17,263) | ||
Outstanding (in shares) | 191,808 | 191,808 | 209,071 | |
Exercisable (in shares) | 0 | |||
Weighted Average Exercise Price | ||||
Outstanding (in usd per share) | $ 20.23 | $ 20.23 | ||
Granted (in usd per share) | $ 20.23 | 0 | 0 | |
Exercised (in usd per share) | 0 | 0 | ||
Forfeited (in usd per share) | 0 | 20.23 | ||
Outstanding (in usd per share) | 20.23 | $ 20.23 | $ 20.23 | |
Exercisable (in usd per share) | $ 0 | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 2,129 | $ 33 | $ 0 | |
Exercisable | $ 0 | |||
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding | 7 years 2 months | 8 years 2 months | 9 years 2 months | |
Exercisable | 0 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of key assumptions for weighted average grant date fair value of options (Details) - Stock options | 12 Months Ended |
Dec. 28, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility of common stock (based on our historical stock price) | 42.80% |
Risk-free interest rate (based on U.S. Treasury yields on the date of grant) | 1.91% |
Expected term (median years until the simulated stock price exceeds target) | 1 year 4 months 17 days |
Leases - Schedule of future min
Leases - Schedule of future minimum lease payments (Details) $ in Thousands | Dec. 28, 2018USD ($) |
Property, Plant and Equipment [Line Items] | |
2,019 | $ 24,666 |
2,020 | 23,047 |
2,021 | 19,918 |
2,022 | 17,838 |
2,023 | 14,876 |
Thereafter | 47,330 |
Total minimum lease payments | 147,675 |
Related Party Real Estate | Real Estate | |
Property, Plant and Equipment [Line Items] | |
2,019 | 1,626 |
2,020 | 1,275 |
2,021 | 850 |
2,022 | 852 |
2,023 | 485 |
Thereafter | 942 |
Total minimum lease payments | 6,030 |
Third Party | Real Estate | |
Property, Plant and Equipment [Line Items] | |
2,019 | 9,502 |
2,020 | 10,114 |
2,021 | 9,688 |
2,022 | 9,655 |
2,023 | 9,576 |
Thereafter | 44,034 |
Total minimum lease payments | 92,569 |
Third Party | Vehicles | |
Property, Plant and Equipment [Line Items] | |
2,019 | 12,446 |
2,020 | 11,016 |
2,021 | 8,983 |
2,022 | 7,169 |
2,023 | 4,806 |
Thereafter | 2,354 |
Total minimum lease payments | 46,774 |
Third Party | Other | |
Property, Plant and Equipment [Line Items] | |
2,019 | 1,092 |
2,020 | 642 |
2,021 | 397 |
2,022 | 162 |
2,023 | 9 |
Thereafter | 0 |
Total minimum lease payments | $ 2,302 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Leases [Abstract] | |||
Rent expense operating leases | $ 29,202 | $ 26,678 | $ 24,202 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax benefit related to enactment of the Tax Act | $ 3,573 | $ 0 | $ 3,573 | $ 0 |
Effective income tax rate | 41.40% | |||
Deferred tax assets, valuation allowance | 812 | 812 | $ 289 | |
Reduction in deferred tax liabilities related to indefinite-lived intangible assets acquired in 2013 | 401 | |||
Foreign income (loss) from continuing operations before income tax | 3,223 | $ 1,520 | $ (1,181) | |
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Valuation against state net operating loss carryforwards | 122 | 122 | ||
Internal Revenue Service (IRS) | Qzina Specialty Foods North America Inc | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net loss carryforwards | $ 1,091 | $ 1,091 | ||
Exclusive of impact of Tax Act | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate | 22.00% |
Income Taxes - Schedule of prov
Income Taxes - Schedule of provision of income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Current income tax expense (benefit): | |||
Federal | $ 2,945 | $ 3,342 | $ (491) |
State | 1,943 | 1,403 | 153 |
Total current income tax expense (benefit) | 4,888 | 4,745 | (338) |
Deferred income tax expense (benefit): | |||
Federal | 2,363 | (1,059) | 2,441 |
Foreign | (472) | 215 | 49 |
State | 663 | 141 | 501 |
Total deferred income tax expense (benefit) | 2,554 | (703) | 2,991 |
Total income tax expense | $ 7,442 | $ 4,042 | $ 2,653 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income tax reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Statutory U.S. Federal tax | $ 5,847 | $ 6,443 | $ 1,987 | |
Differences due to: | ||||
State and local taxes, net of federal benefit | 1,906 | 1,112 | 470 | |
Foreign tax rate differential | (224) | (82) | (168) | |
Impact of the Tax Act | $ (3,573) | 0 | (3,573) | 0 |
Other | (87) | 142 | 364 | |
Total income tax expense | $ 7,442 | $ 4,042 | $ 2,653 |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Deferred tax assets: | ||
Receivables and inventory | $ 3,978 | $ 3,969 |
Accrued expenses | 1,835 | 1,542 |
Self-insurance reserves | 2,050 | 2,179 |
Net operating loss carryforwards | 1,749 | 1,191 |
Stock compensation | 1,670 | 1,017 |
Other | 803 | 1,696 |
Total deferred tax assets | 12,085 | 11,594 |
Deferred tax liabilities: | ||
Property & equipment | (3,446) | (1,701) |
Intangible assets | (13,197) | (10,784) |
Contingent earn-out liabilities | (3,179) | (3,646) |
Prepaid expenses and other | (1,052) | (1,189) |
Total deferred tax liabilities | (20,874) | (17,320) |
Valuation allowance | (812) | (289) |
Total net deferred tax liability | $ (9,601) | $ (6,015) |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for income taxes, net of cash received | $ 4,825 | $ 333 | $ 6,368 |
Cash paid for interest, net of loss on debt extinguishment | 16,955 | 20,796 | 17,790 |
Non-cash investing and financing activities: | |||
Sinking funds used to retire debt | 0 | 2,939 | 0 |
Conversion of subordinated notes and accrued interest into common stock | 37,015 | 0 | 0 |
Common stock issued for acquisitions | 0 | 3,300 | 0 |
Acquisition purchase price payable | 0 | 0 | 500 |
Contingent earn-out liabilities for acquisitions | $ 1,414 | $ 4,445 | $ 500 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Defined Contribution Plan [Abstract] | |||
Employers contribution to employees under 401k plan | 50.00% | ||
Maximum employees contribution under 401k plan | 6.00% | ||
Employers contribution, per associate | $ 2,500 | ||
Matching contribution under 401k plan begin vesting period | 2 years | ||
Matching contribution under 401k plan fully vested period | 3 years | ||
Matching contribution under 401k plan | $ 1,097,000 | $ 1,172,000 | $ 1,049,000 |
Related Parties (Details)
Related Parties (Details) | 12 Months Ended | ||
Dec. 28, 2018USD ($)warehouse | Dec. 29, 2017USD ($) | Dec. 30, 2016USD ($) | |
Related Party Transaction [Line Items] | |||
Tara Brennan expenses | $ 533,000 | ||
TJ Management Co. LLC | |||
Related Party Transaction [Line Items] | |||
Tara Brennan expenses | $ 73,000 | $ 219,000 | $ 210,000 |
Equity interest in related parties | 8.33% | ||
Architexture Studios, Inc. | |||
Related Party Transaction [Line Items] | |||
Purchase of products | $ 119,000 | 137,000 | 315,000 |
Old World Provisions | |||
Related Party Transaction [Line Items] | |||
Purchase of products | $ 474,000 | 1,713,000 | 269,000 |
Christopher Pappas | |||
Related Party Transaction [Line Items] | |||
Equity interest in related parties | 8.33% | ||
Revenue from related parties | $ 61,000 | 121,000 | 109,000 |
TJ Management Co. LLC | ConAgra Foods, Inc | |||
Related Party Transaction [Line Items] | |||
Purchase of products | $ 662,000 | 701,000 | 722,000 |
Directors | |||
Related Party Transaction [Line Items] | |||
Number of warehouse facilities leased from prior owners of newly acquired company | warehouse | 2 | ||
John DeBenedetti | TJ Management Co. LLC | |||
Related Party Transaction [Line Items] | |||
Equity interest in related parties | 50.00% | ||
Theresa Lincoln | TJ Management Co. LLC | |||
Related Party Transaction [Line Items] | |||
Tara Brennan expenses | $ 78,000 | 234,000 | 225,000 |
Theresa Lincoln | Tara Brennan | |||
Related Party Transaction [Line Items] | |||
Tara Brennan expenses | 24,000 | 180,000 | 184,000 |
Constantine Papataros | |||
Related Party Transaction [Line Items] | |||
Compensation paid | 194,000 | 188,000 | 194,000 |
John Pappas | |||
Related Party Transaction [Line Items] | |||
Compensation paid | $ 755,000 | 593,000 | 597,000 |
Board of Directors Chairman | John Pappas | |||
Related Party Transaction [Line Items] | |||
Compensation paid | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Other Commitments [Line Items] | ||
Self insurance reserve | $ 946 | $ 858 |
Percentage of employees represented by unions | 8.00% | |
Expiring in fiscal 2019 | ||
Other Commitments [Line Items] | ||
Percentage of employees represented by unions | 1.00% | |
Automobiles | ||
Other Commitments [Line Items] | ||
Self insurance reserve | $ 1,436 | 1,078 |
Workers Compensation | ||
Other Commitments [Line Items] | ||
Self insurance reserve | $ 8,812 | $ 9,594 |
Valuation Reserves (Details)
Valuation Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 8,026 | $ 6,848 | $ 5,803 |
Additions Charged to Expense | 3,790 | 4,061 | 3,224 |
Deductions | (4,356) | (2,883) | (2,179) |
Balance at End of Period | 7,460 | 8,026 | 6,848 |
Allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 289 | 0 | 0 |
Additions Charged to Expense | 523 | 289 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ 812 | $ 289 | $ 0 |
Quarterly Results (unaudited)_2
Quarterly Results (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 28, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Mar. 30, 2018 | Dec. 29, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 394,056 | $ 361,496 | $ 370,442 | $ 318,615 | $ 357,098 | $ 325,076 | $ 331,656 | $ 287,690 | $ 1,444,609 | $ 1,301,520 | $ 1,192,866 |
Gross profit | 102,292 | 91,993 | 93,240 | 79,522 | 91,973 | 80,905 | 82,596 | 73,904 | 367,047 | 329,378 | 301,217 |
Operating profit | 17,802 | 10,268 | 14,948 | 5,740 | 15,349 | 10,494 | 12,163 | 3,121 | 48,758 | 41,127 | 47,239 |
Income before income taxes | 11,954 | 5,592 | 9,537 | 761 | 10,046 | 4,891 | 6,283 | (2,812) | 27,844 | 18,408 | 5,676 |
Net income | $ 8,882 | $ 4,157 | $ 6,819 | $ 544 | $ 9,483 | $ 2,851 | $ 3,674 | $ (1,642) | $ 20,402 | $ 14,366 | $ 3,023 |
Basic net income per share (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.24 | $ 0.02 | $ 0.36 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.71 | $ 0.55 | $ 0.12 |
Diluted net income per share (in dollars per share) | $ 0.30 | $ 0.14 | $ 0.24 | $ 0.02 | $ 0.35 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.70 | $ 0.54 | $ 0.12 |
Business Acquisition [Line Items] | |||||||||||
Tax benefit related to enactment of the Tax Act | $ 3,573 | $ 0 | $ 3,573 | $ 0 | |||||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 22,310 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Protein Manufacturer and Distributor based in Northern California $ in Thousands | Feb. 25, 2019USD ($) |
Subsequent Event [Line Items] | |
Aggregate purchase price | $ 31,700 |
Payments to acquire business | 27,700 |
Debt assumed in acquisition | 4,000 |
Contingent consideration | $ 9,000 |
Convertible note maturing on June 29, 2023 | Convertible Debt | |
Subsequent Event [Line Items] | |
Interest rate | 4.50% |
Interest rate, after two-year anniversary | 5.00% |