Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 25, 2022 | Apr. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 25, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35249 | |
Entity Registrant Name | CHEFS’ WAREHOUSE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-3031526 | |
Entity Address, Address Line One | 100 East Ridge Road | |
Entity Address, City or Town | Ridgefield | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06877 | |
City Area Code | 203 | |
Local Phone Number | 894-1345 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | CHEF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,232,118 | |
Entity Central Index Key | 0001517175 | |
Current Fiscal Year End Date | --12-30 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 24, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 79,439 | $ 115,155 |
Accounts receivable, net of allowance of $19,168 in 2022 and $20,260 in 2021 | 169,792 | 172,540 |
Inventories, net | 152,443 | 144,491 |
Prepaid expenses and other current assets | 37,002 | 37,774 |
Total current assets | 438,676 | 469,960 |
Equipment, leasehold improvements and software, net | 151,751 | 133,622 |
Operating lease right-of-use assets | 148,381 | 130,701 |
Goodwill | 230,988 | 221,775 |
Intangible assets, net | 108,832 | 104,743 |
Deferred taxes, net | 8,876 | 9,380 |
Other assets | 4,065 | 3,614 |
Total assets | 1,091,569 | 1,073,795 |
Current liabilities: | ||
Accounts payable | 121,444 | 118,284 |
Accrued liabilities | 34,852 | 35,390 |
Short-term operating lease liabilities | 17,835 | 15,882 |
Accrued compensation | 15,069 | 22,321 |
Current portion of long-term debt | 4,971 | 5,141 |
Total current liabilities | 194,171 | 197,018 |
Long-term debt, net of current portion | 393,565 | 394,160 |
Operating lease liabilities | 143,827 | 127,296 |
Other liabilities and deferred credits | 5,581 | 5,110 |
Total liabilities | 737,144 | 723,584 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 25, 2022 and December 24, 2021 | 0 | 0 |
Common Stock, - $0.01 par value, 100,000,000 shares authorized, 38,256,461 and 37,887,675 shares issued and outstanding at March 25, 2022 and December 24, 2021, respectively | 383 | 380 |
Additional paid in capital | 316,943 | 314,242 |
Accumulated other comprehensive loss | (1,897) | (2,022) |
Retained earnings | 38,996 | 37,611 |
Total stockholders’ equity | 354,425 | 350,211 |
Total liabilities and stockholders’ equity | $ 1,091,569 | $ 1,073,795 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 24, 2021 |
Current assets: | ||
Accounts receivable, allowance for credit loss, current | $ (19,168) | $ (20,260) |
Stockholders’ equity: | ||
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) | 38,256,461 | 37,887,675 |
Common Stock, outstanding (in shares) | 38,256,461 | 37,887,675 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 512,103 | $ 280,217 |
Cost of sales | 394,590 | 221,270 |
Gross profit | 117,513 | 58,947 |
Selling, general and administrative expenses | 110,086 | 80,245 |
Other operating expenses (income), net | 1,163 | (1,170) |
Operating income (loss) | 6,264 | (20,128) |
Interest expense | 4,365 | 4,763 |
Income (loss) before income taxes | 1,899 | (24,891) |
Provision for income tax expense (benefit) | 514 | (6,970) |
Net income (loss) | 1,385 | (17,921) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 125 | 81 |
Comprehensive income (loss) | $ 1,510 | $ (17,840) |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.04 | $ (0.49) |
Diluted (in dollars per share) | $ 0.04 | $ (0.49) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 36,935,717 | 36,401,748 |
Diluted (in shares) | 37,307,478 | 36,401,748 |
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 (in shares) at Dec. 25, 2020 | 37,274,768 | ||||
Balance at Dec. 25, 2020 | $ 344,590 | $ 373 | $ 303,734 | $ (2,051) | $ 42,534 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (17,921) | (17,921) | |||
Stock compensation (in shares) | 673,430 | ||||
Stock compensation | 2,458 | $ 6 | 2,452 | ||
Cumulative translation adjustment | 81 | 81 | |||
Shares surrendered to pay tax withholding (in shares) | (38,503) | ||||
Shares surrendered to pay tax withholding | (1,192) | (1,192) | |||
Balance (in shares) at Mar. 26, 2021 | 37,909,695 | ||||
Balance at Mar. 26, 2021 | $ 328,016 | $ 379 | 304,994 | (1,970) | 24,613 |
Balance (in shares) at Dec. 24, 2021 | 37,887,675 | 37,887,675 | |||
Balance at Dec. 24, 2021 | $ 350,211 | $ 380 | 314,242 | (2,022) | 37,611 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,385 | 1,385 | |||
Stock compensation (in shares) | 433,115 | ||||
Stock compensation | 3,043 | $ 4 | 3,039 | ||
Shares issued for acquisitions | 1,701 | 1,701 | |||
Cumulative translation adjustment | 125 | 125 | |||
Shares surrendered to pay tax withholding (in shares) | (64,329) | ||||
Shares surrendered to pay tax withholding | $ (2,040) | $ (1) | (2,039) | ||
Balance (in shares) at Mar. 25, 2022 | 38,256,461 | 38,256,461 | |||
Balance at Mar. 25, 2022 | $ 354,425 | $ 383 | $ 316,943 | $ (1,897) | $ 38,996 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,385 | $ (17,921) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,889 | 5,107 |
Amortization of intangible assets | 3,356 | 3,539 |
Benefit for allowance for doubtful accounts | (178) | (451) |
Non-cash operating lease expense | 802 | 109 |
Provision (benefit) for deferred income taxes | 504 | (5,025) |
Amortization of deferred financing fees | 539 | 864 |
Stock compensation | 3,043 | 2,458 |
Change in fair value of contingent earn-out liabilities | 299 | (1,308) |
Loss on asset disposal | 17 | 5 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 10,084 | (2,585) |
Inventories | (4,391) | (9,357) |
Prepaid expenses and other current assets | (1,080) | 850 |
Accounts payable, accrued liabilities and accrued compensation | (9,830) | 12,026 |
Other assets and liabilities | (156) | 26 |
Net cash provided by (used in) operating activities | 10,283 | (11,663) |
Cash flows from investing activities: | ||
Capital expenditures | (14,206) | (2,896) |
Cash paid for acquisitions, net of cash received | (28,000) | 0 |
Net cash used in investing activities | (42,206) | (2,896) |
Cash flows from financing activities: | ||
Payment of debt, finance lease and other financing obligations | (1,405) | (32,834) |
Proceeds from debt issuance | 0 | 51,750 |
Payment of deferred financing fees | (406) | (1,450) |
Surrender of shares to pay withholding taxes | (2,040) | (1,192) |
Payments under asset-based loan facility | 0 | (20,000) |
Net cash used in financing activities | (3,851) | (3,726) |
Effect of foreign currency on cash and cash equivalents | 58 | 4 |
Net change in cash and cash equivalents | (35,716) | (18,281) |
Cash and cash equivalents-beginning of period | 115,155 | 193,281 |
Cash and cash equivalents-end of period | $ 79,439 | $ 175,000 |
Operations and Basis of Present
Operations and Basis of Presentation | 3 Months Ended |
Mar. 25, 2022 | |
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 Company’s business consists of three operating segments: East Coast, Midwest and West Coast that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily 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, chocolateries, cruise lines, casinos, specialty food stores, grocers and warehouse clubs. 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. Unaudited Interim Financial Statements The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 24, 2021 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 22, 2022. The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 22, 2022, and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations, the COVID-19 pandemic and other factors, the results of operations for the thirteen weeks ended March 25, 2022 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 25, 2022 | |
Revenue from Contract with Customer [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 14 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 selling, general and administrative 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: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Center-of-the-Plate $ 238,776 46.6 % $ 139,845 49.9 % Dry Goods 78,515 15.3 % 39,780 14.2 % Pastry 57,751 11.3 % 28,798 10.3 % Cheese and Charcuterie 43,488 8.5 % 23,099 8.2 % Produce 27,897 5.4 % 20,591 7.3 % Dairy and Eggs 29,420 5.7 % 12,581 4.5 % Oils and Vinegars 24,087 4.7 % 9,474 3.4 % Kitchen Supplies 12,169 2.5 % 6,049 2.2 % Total $ 512,103 100 % $ 280,217 100 % 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. Food Processing Costs Food processing costs include but are not limited to direct labor and benefits, applicable overhead and depreciation of equipment and facilities used in food processing activities. Food processing costs included in cost of sales were $9,036 and $5,396 for the thirteen weeks ended March 25, 2022 and March 26, 2021, respectively. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 3 Months Ended |
Mar. 25, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share The following table sets forth the computation of basic and diluted net income (loss) per common share: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Net income (loss) per share: Basic $ 0.04 $ (0.49) Diluted $ 0.04 $ (0.49) Weighted average common shares: Basic 36,935,717 36,401,748 Diluted 37,307,478 36,401,748 Reconciliation of net income (loss) per common share: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Numerator: Net income (loss) $ 1,385 $ (17,921) Denominator: Weighted average basic common shares outstanding 36,935,717 36,401,748 Dilutive effect of unvested common shares 330,415 — Dilutive effect of stock options and warrants 41,346 — Weighted average diluted common shares outstanding 37,307,478 36,401,748 Potentially dilutive securities that have been excluded from the calculation of diluted net income (loss) per common share because the effect is anti-dilutive are as follows: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Restricted share awards (“RSAs”) 113,061 779,968 Stock options and warrants 293,407 115,639 Convertible notes 4,616,033 3,795,570 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 25, 2022 | |
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 $3,551 and $3,252 as of March 25, 2022 and December 24, 2021, 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 other operating (income)expenses, net on the consolidated statements of operations. The following table presents the changes in Level 3 contingent earn-out liabilities: Bassian Sid Wainer Other Acquisitions Total Balance December 24, 2021 $ 1,133 $ — $ 5,744 $ 6,877 Changes in fair value 232 — 67 299 Balance March 25, 2022 $ 1,365 $ — $ 5,811 $ 7,176 Fair Value of Financial Instruments The following table presents the carrying value and fair value of the Company’s convertible notes. In estimating the fair value of the convertible 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. March 25, 2022 December 24, 2021 Carrying Value Fair Value Carrying Value Fair Value Convertible Senior Notes $ 200,000 $ 208,722 $ 200,000 $ 206,182 Convertible Unsecured Note $ 4,000 $ 4,172 $ 4,000 $ 4,102 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 25, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On December 28, 2021, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of CGC Holdings, Inc. (“Capital Seaboard”), a specialty seafood and produce distributor in Maryland. The purchase price was approximately $29,701 consisting of $28,000 paid in cash at closing, subject to a customary working capital adjustment, and common stock warrants of $1,701. The Company is in the process of finalizing a valuation of tangible and intangible assets of Capital Seaboard as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill for the Capital Seaboard acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty seafood and produce distributor to leverage the Company’s existing products in the markets served by Capital Seaboard, to supply Capital Seaboard’s product offerings to our East Coast markets and any intangible assets that do not qualify for separate recognition. The Company reflected net sales and income before taxes in its consolidated statement of operations related to the acquisitions as follows: Thirteen Weeks Ended March 25, 2022 Net sales $ 31,682 Income before income taxes $ 1,133 The table below presents unaudited pro forma consolidated income statement information of the Company as if the Capital Seaboard acquisition had occurred on December 26, 2020. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisition. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, any incremental costs for Capital Seaboard transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information reflects amortization and depreciation of the Capital Seaboard acquisition at their respective fair values. Thirteen Weeks Ended March 25, 2022 March 26, 2021 Net sales $ 512,103 $ 306,712 Income (loss) before income taxes $ 1,899 $ (25,716) The table below sets forth the preliminary purchase price allocation of this acquisition: Capital Seaboard Current assets $ 10,130 Customer relationships 4,500 Trademarks 2,900 Goodwill 9,129 Fixed assets 9,552 Other assets 122 Right-of-use assets 16,427 Lease liabilities (16,427) Current liabilities (6,632) Issuance of warrants (1,701) Total cash consideration $ 28,000 The Company recognized professional fees of $659 in operating expenses related to acquisition related activities in the first quarter of fiscal 2022. |
Inventories
Inventories | 3 Months Ended |
Mar. 25, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $9,273 and $8,312 at March 25, 2022 and December 24, 2021, respectively. |
Equipment, Leasehold Improvemen
Equipment, Leasehold Improvements and Software | 3 Months Ended |
Mar. 25, 2022 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Leasehold Improvements and Software | Equipment, Leasehold Improvements and Software Equipment, leasehold improvements and software as of March 25, 2022 and December 24, 2021 consisted of the following: Useful Lives March 25, 2022 December 24, 2021 Land Indefinite $ 5,542 $ 5,020 Buildings 20 years 23,436 18,406 Machinery and equipment 5 - 10 years 29,013 28,099 Computers, data processing and other equipment 3 - 7 years 15,811 15,480 Software 3 - 7 years 39,988 39,799 Leasehold improvements 1 - 40 years 77,326 69,105 Furniture and fixtures 7 years 3,648 3,582 Vehicles 5 - 10 years 29,412 29,632 Construction-in-process 31,461 24,335 255,637 233,458 Less: accumulated depreciation and amortization (103,886) (99,836) Equipment, leasehold improvements and software, net $ 151,751 $ 133,622 Construction-in-process at March 25, 2022 and December 24, 2021 related primarily to the build-outs of the Company’s Los Angeles and Miami distribution facilities. The net book value of equipment financed under finance leases at March 25, 2022 and December 24, 2021 was $10,450 and $10,874, respectively. The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Depreciation expense $ 4,415 $ 3,935 Software amortization $ 1,474 $ 1,172 $ 5,889 $ 5,107 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 25, 2022 | |
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 24, 2021 $ 221,775 Goodwill adjustments 58 Acquisitions 9,129 Foreign currency translation 26 Carrying amount as of March 25, 2022 $ 230,988 Other intangible assets as of March 25, 2022 and December 24, 2021 consisted of the following: March 25, 2022 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 120 months $ 160,201 $ (77,180) $ 83,021 Non-compete agreements 23 months 8,579 (8,085) 494 Trademarks 165 months 39,436 (14,119) 25,317 Total $ 208,216 $ (99,384) $ 108,832 December 24, 2021 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 120 months $ 155,678 $ (74,644) $ 81,034 Non-compete agreements 26 months 8,579 (8,018) 561 Trademarks 179 months 36,514 (13,366) 23,148 Total $ 200,771 $ (96,028) $ 104,743 Amortization expense for other intangibles was $3,356 and $3,539 for the thirteen weeks ended March 25, 2022 and March 26, 2021, respectively. Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 30, 2022 and each of the next four fiscal years and thereafter is as follows: 2022 $ 9,523 2023 11,841 2024 10,980 2025 10,561 2026 10,561 Thereafter 55,366 Total $ 108,832 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 25, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of March 25, 2022 and December 24, 2021 consisted of the following: March 25, 2022 December 24, 2021 Senior secured term loans $ 168,247 $ 168,675 Convertible senior notes 200,000 200,000 Asset-based loan facility 20,000 20,000 Finance lease and other financing obligations 10,875 11,602 Convertible unsecured note 4,000 4,000 Deferred finance fees and original issue premium (discount) (4,586) (4,976) Total debt obligations 398,536 399,301 Less: current installments (4,971) (5,141) Total debt obligations excluding current installments $ 393,565 $ 394,160 On March 11, 2022, the Company entered into a third amendment to its asset-based loan facility (“ABL Facility”) which increased the aggregate commitments from $150,000 to $200,000. The interest rate charged on borrowings under the ABL Facility is equal to a spread plus, at the Company’s option, either the Base Rate (as defined in the ABL Credit Agreement) or a forward-looking term rate based on the secured overnight financing rate term (except for swingline loans) for one-, three-, or six-month interest periods chosen by the Company. The ABL Facility matures on March 11, 2027 subject to a springing maturity date of March 24, 2025 should the Company’s term loan not have been been extended to at least March 11, 2027 or March 24, 2024 if the Company’s 1.875% Convertible Senior Notes due 2024 in an aggregate principal amount in excess of $40,000 remain outstanding having a maturity date not earlier than six months after March 11, 2027. The ABL Credit Agreement contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. The Company is required to comply with a minimum consolidated fixed charge coverage ratio of 1:1 if the amount of availability under the ABL Facility falls below $14,000 or 10% of the lesser of the aggregate commitments and the borrowing base then in effect. The Company incurred transaction costs of $406 which were capitalized as deferred financing fees, presented in o ther assets on the Company’s consolidated balance sheets , to be amortized over the term of the ABL Facility. The net carry value of the Company’s Convertible Senior Notes as of March 25, 2022 and December 24, 2021 was: March 25, 2022 December 24, 2021 Principal amount outstanding $ 200,000 $ 200,000 Unamortized deferred financing fees and premium (2,462) (2,686) Net carry value $ 197,538 $ 197,314 The components of interest expense on the Company’s Convertible Senior Notes were as follows: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Coupon interest $ 938 $ 781 Amortization of deferred financing fees and premium $ 224 $ 241 Total interest $ 1,162 $ 1,022 The Company’s senior secured term loan credit agreement requires the Company to maintain at least $35,000 of liquidity as of the last day of any fiscal quarter where EBITDA, as defined in the Credit Agreement, is less than $10,000. The Company had minimum liquidity, as defined in the Credit Agreement, of $210,831 as of March 25, 2022. As of March 25, 2022, the Company had reserved $20,541 of the ABL Facility for the issuance of letters of credit. As of March 25, 2022, funds totaling $126,240 were available for borrowing under the ABL Facility. At March 25, 2022, the interest rate charged on the Company’s senior secured term loan was approximately 5.7% and the interest rate charged on the Company’s ABL Facility was approximately 1.8%. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 25, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Awards The following table reflects the activity of RSAs during the thirteen weeks ended March 25, 2022: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 24, 2021 617,996 $ 28.33 187,437 $ 32.04 185,129 $ 31.44 Granted 115,695 32.44 167,261 32.44 167,261 29.12 Vested (240,112) 27.50 — — — — Forfeited (7,615) 27.32 (4,743) 32.13 (4,744) 30.85 Unvested at March 25, 2022 485,964 $ 29.73 349,955 $ 32.23 347,646 $ 30.33 The Company granted 450,217 RSAs to its employees at a weighted average grant date fair value of $31.21 during the thirteen weeks ended March 25, 2022. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up to four years. The Company recognized expense totaling $3,043 and $2,458 on its RSAs during the thirteen weeks ended March 25, 2022 and March 26, 2021, respectively. At March 25, 2022, the total unrecognized compensation cost for unvested RSAs was $26,685 and the weighted-average remaining period was approximately 2.4 years. Of this total, $12,445 related to RSAs with time-based vesting provisions and $14,240 related to RSAs with performance- and market-based vesting provisions. At March 25, 2022, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.4 years and 2.5 years, respectively. No share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of March 25, 2022, there were 449,957 shares available for grant under the 2019 Omnibus Equity Incentive Plan. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 25, 2022 | |
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 Chief Operating Officer, and are deemed to be affiliates of these individuals. Expense related to this facility totaled $123 during the thirteen weeks ended March 25, 2022 and March 26, 2021. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 25, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Thirteen Weeks Ended March 25, 2022 March 26, 2021 Supplemental cash flow disclosures: Cash received for income taxes $ (282) $ (237) Cash paid for interest, net of cash received $ 3,011 $ 2,929 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,766 $ 6,369 Operating cash flows from finance leases $ 1,028 $ 145 ROU assets obtained in exchange for lease liabilities: Operating leases $ 8,589 $ 14 Finance leases $ — $ 162 Other non-cash investing and financing activities: Warrants issued for acquisitions $ 1,701 $ — |
Operations and Basis of Prese_2
Operations and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 25, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Period | 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. |
Segment Reporting | The Company’s business consists of three operating segments: East Coast, Midwest and West Coast that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily in the United States. |
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. |
Unaudited Interim Financial Statements | The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 24, 2021 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 22, 2022. The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 22, 2022, and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations, the COVID-19 pandemic and other factors, the results of operations for the thirteen weeks ended March 25, 2022 are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. |
Revenue Recognition and Food Processing Costs | 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 14 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 selling, general and administrative 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s net sales disaggregated by principal product category: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Center-of-the-Plate $ 238,776 46.6 % $ 139,845 49.9 % Dry Goods 78,515 15.3 % 39,780 14.2 % Pastry 57,751 11.3 % 28,798 10.3 % Cheese and Charcuterie 43,488 8.5 % 23,099 8.2 % Produce 27,897 5.4 % 20,591 7.3 % Dairy and Eggs 29,420 5.7 % 12,581 4.5 % Oils and Vinegars 24,087 4.7 % 9,474 3.4 % Kitchen Supplies 12,169 2.5 % 6,049 2.2 % Total $ 512,103 100 % $ 280,217 100 % |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net income (loss) per common share: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Net income (loss) per share: Basic $ 0.04 $ (0.49) Diluted $ 0.04 $ (0.49) Weighted average common shares: Basic 36,935,717 36,401,748 Diluted 37,307,478 36,401,748 |
Schedule of reconciliation of net income (loss) per common share | Reconciliation of net income (loss) per common share: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Numerator: Net income (loss) $ 1,385 $ (17,921) Denominator: Weighted average basic common shares outstanding 36,935,717 36,401,748 Dilutive effect of unvested common shares 330,415 — Dilutive effect of stock options and warrants 41,346 — Weighted average diluted common shares outstanding 37,307,478 36,401,748 |
Schedule of dilutive securities that have been excluded from the calculation of diluted net income (loss) per common share | Potentially dilutive securities that have been excluded from the calculation of diluted net income (loss) per common share because the effect is anti-dilutive are as follows: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Restricted share awards (“RSAs”) 113,061 779,968 Stock options and warrants 293,407 115,639 Convertible notes 4,616,033 3,795,570 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
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: Bassian Sid Wainer Other Acquisitions Total Balance December 24, 2021 $ 1,133 $ — $ 5,744 $ 6,877 Changes in fair value 232 — 67 299 Balance March 25, 2022 $ 1,365 $ — $ 5,811 $ 7,176 |
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 notes. In estimating the fair value of the convertible 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. March 25, 2022 December 24, 2021 Carrying Value Fair Value Carrying Value Fair Value Convertible Senior Notes $ 200,000 $ 208,722 $ 200,000 $ 206,182 Convertible Unsecured Note $ 4,000 $ 4,172 $ 4,000 $ 4,102 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of pro forma consolidated statement of operations information | The Company reflected net sales and income before taxes in its consolidated statement of operations related to the acquisitions as follows: Thirteen Weeks Ended March 25, 2022 Net sales $ 31,682 Income before income taxes $ 1,133 Thirteen Weeks Ended March 25, 2022 March 26, 2021 Net sales $ 512,103 $ 306,712 Income (loss) before income taxes $ 1,899 $ (25,716) |
Schedule of purchase price allocation | The table below sets forth the preliminary purchase price allocation of this acquisition: Capital Seaboard Current assets $ 10,130 Customer relationships 4,500 Trademarks 2,900 Goodwill 9,129 Fixed assets 9,552 Other assets 122 Right-of-use assets 16,427 Lease liabilities (16,427) Current liabilities (6,632) Issuance of warrants (1,701) Total cash consideration $ 28,000 |
Equipment, Leasehold Improvem_2
Equipment, Leasehold Improvements and Software (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, leasehold improvements and software | Equipment, leasehold improvements and software as of March 25, 2022 and December 24, 2021 consisted of the following: Useful Lives March 25, 2022 December 24, 2021 Land Indefinite $ 5,542 $ 5,020 Buildings 20 years 23,436 18,406 Machinery and equipment 5 - 10 years 29,013 28,099 Computers, data processing and other equipment 3 - 7 years 15,811 15,480 Software 3 - 7 years 39,988 39,799 Leasehold improvements 1 - 40 years 77,326 69,105 Furniture and fixtures 7 years 3,648 3,582 Vehicles 5 - 10 years 29,412 29,632 Construction-in-process 31,461 24,335 255,637 233,458 Less: accumulated depreciation and amortization (103,886) (99,836) Equipment, leasehold improvements and software, net $ 151,751 $ 133,622 The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Depreciation expense $ 4,415 $ 3,935 Software amortization $ 1,474 $ 1,172 $ 5,889 $ 5,107 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
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 24, 2021 $ 221,775 Goodwill adjustments 58 Acquisitions 9,129 Foreign currency translation 26 Carrying amount as of March 25, 2022 $ 230,988 |
Schedule of other intangible assets | Other intangible assets as of March 25, 2022 and December 24, 2021 consisted of the following: March 25, 2022 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 120 months $ 160,201 $ (77,180) $ 83,021 Non-compete agreements 23 months 8,579 (8,085) 494 Trademarks 165 months 39,436 (14,119) 25,317 Total $ 208,216 $ (99,384) $ 108,832 December 24, 2021 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 120 months $ 155,678 $ (74,644) $ 81,034 Non-compete agreements 26 months 8,579 (8,018) 561 Trademarks 179 months 36,514 (13,366) 23,148 Total $ 200,771 $ (96,028) $ 104,743 |
Schedule of estimated future amortization expense | Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 30, 2022 and each of the next four fiscal years and thereafter is as follows: 2022 $ 9,523 2023 11,841 2024 10,980 2025 10,561 2026 10,561 Thereafter 55,366 Total $ 108,832 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of March 25, 2022 and December 24, 2021 consisted of the following: March 25, 2022 December 24, 2021 Senior secured term loans $ 168,247 $ 168,675 Convertible senior notes 200,000 200,000 Asset-based loan facility 20,000 20,000 Finance lease and other financing obligations 10,875 11,602 Convertible unsecured note 4,000 4,000 Deferred finance fees and original issue premium (discount) (4,586) (4,976) Total debt obligations 398,536 399,301 Less: current installments (4,971) (5,141) Total debt obligations excluding current installments $ 393,565 $ 394,160 |
Schedule of convertible senior notes | The net carry value of the Company’s Convertible Senior Notes as of March 25, 2022 and December 24, 2021 was: March 25, 2022 December 24, 2021 Principal amount outstanding $ 200,000 $ 200,000 Unamortized deferred financing fees and premium (2,462) (2,686) Net carry value $ 197,538 $ 197,314 |
Schedule of components of interest expense | The components of interest expense on the Company’s Convertible Senior Notes were as follows: Thirteen Weeks Ended March 25, 2022 March 26, 2021 Coupon interest $ 938 $ 781 Amortization of deferred financing fees and premium $ 224 $ 241 Total interest $ 1,162 $ 1,022 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock awards activity | The following table reflects the activity of RSAs during the thirteen weeks ended March 25, 2022: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 24, 2021 617,996 $ 28.33 187,437 $ 32.04 185,129 $ 31.44 Granted 115,695 32.44 167,261 32.44 167,261 29.12 Vested (240,112) 27.50 — — — — Forfeited (7,615) 27.32 (4,743) 32.13 (4,744) 30.85 Unvested at March 25, 2022 485,964 $ 29.73 349,955 $ 32.23 347,646 $ 30.33 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 25, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Thirteen Weeks Ended March 25, 2022 March 26, 2021 Supplemental cash flow disclosures: Cash received for income taxes $ (282) $ (237) Cash paid for interest, net of cash received $ 3,011 $ 2,929 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,766 $ 6,369 Operating cash flows from finance leases $ 1,028 $ 145 ROU assets obtained in exchange for lease liabilities: Operating leases $ 8,589 $ 14 Finance leases $ — $ 162 Other non-cash investing and financing activities: Warrants issued for acquisitions $ 1,701 $ — |
Operations and Basis of Prese_3
Operations and Basis of Presentation - Narrative (Details) | 3 Months Ended |
Mar. 25, 2022segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Cost of sales | $ 394,590 | $ 221,270 |
Food Processing | ||
Disaggregation of Revenue [Line Items] | ||
Cost of sales | $ 9,036 | $ 5,396 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term for contracts with customers (in days) | 14 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term for contracts with customers (in days) | 60 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 512,103 | $ 280,217 |
Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 100.00% | 100.00% |
Center-of-the-Plate | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 238,776 | $ 139,845 |
Center-of-the-Plate | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 46.60% | 49.90% |
Dry Goods | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 78,515 | $ 39,780 |
Dry Goods | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 15.30% | 14.20% |
Pastry | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 57,751 | $ 28,798 |
Pastry | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 11.30% | 10.30% |
Cheese and Charcuterie | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 43,488 | $ 23,099 |
Cheese and Charcuterie | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 8.50% | 8.20% |
Produce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 27,897 | $ 20,591 |
Produce | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 5.40% | 7.30% |
Dairy and Eggs | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 29,420 | $ 12,581 |
Dairy and Eggs | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 5.70% | 4.50% |
Oils and Vinegars | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 24,087 | $ 9,474 |
Oils and Vinegars | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 4.70% | 3.40% |
Kitchen Supplies | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 12,169 | $ 6,049 |
Kitchen Supplies | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 2.50% | 2.20% |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Basic and Diluted Earnings per Share (Details) - $ / shares | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ 0.04 | $ (0.49) |
Diluted (in dollars per share) | $ 0.04 | $ (0.49) |
Weighted average common shares: | ||
Basic (in shares) | 36,935,717 | 36,401,748 |
Diluted (in shares) | 37,307,478 | 36,401,748 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Reconciliation of Earnings per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Numerator: | ||
Net income (loss) | $ 1,385 | $ (17,921) |
Denominator: | ||
Weighted average basic common shares outstanding (in shares) | 36,935,717 | 36,401,748 |
Dilutive effect of unvested common shares (in shares) | 330,415 | 0 |
Dilutive effect of stock options and warrants (in shares) | 41,346 | 0 |
Weighted average diluted common shares outstanding (in shares) | 37,307,478 | 36,401,748 |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Restricted share awards (“RSAs”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 113,061 | 779,968 |
Stock options and warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 293,407 | 115,639 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 4,616,033 | 3,795,570 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 24, 2021 |
Fair Value Disclosures [Abstract] | ||
Long-term earn-out liabilities | $ 3,551 | $ 3,252 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 25, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 6,877 |
Changes in fair value | 299 |
Balance at end of period | 7,176 |
Bassian | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | 1,133 |
Changes in fair value | 232 |
Balance at end of period | 1,365 |
Sid Wainer | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | 0 |
Changes in fair value | 0 |
Balance at end of period | 0 |
Other Acquisitions | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | 5,744 |
Changes in fair value | 67 |
Balance at end of period | $ 5,811 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - Fair Value Inputs Level 3 - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 24, 2021 |
Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 200,000 | $ 200,000 |
Senior Notes | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 208,722 | 206,182 |
Unsecured Note | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 4,000 | 4,000 |
Unsecured Note | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 4,172 | $ 4,102 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Dec. 28, 2021 | Mar. 25, 2022 |
Business Acquisition [Line Items] | ||
Common stock warrants issued for acquisition | $ 1,701 | |
Professional fees | $ 659 | |
Capital Seaboard | ||
Business Acquisition [Line Items] | ||
Purchase price | 29,701 | |
Cash amount paid | $ 28,000 |
Acquisitions - Pro Forma Consol
Acquisitions - Pro Forma Consolidated Statement of Operations Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Net sales | $ 31,682 | |
Income before income taxes | 1,133 | |
Capital Seaboard | ||
Business Acquisition [Line Items] | ||
Net sales | 512,103 | $ 306,712 |
Income (loss) before income taxes | $ 1,899 | $ (25,716) |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 28, 2021 | Dec. 24, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 230,988 | $ 221,775 | |
Capital Seaboard | |||
Business Acquisition [Line Items] | |||
Current assets | $ 10,130 | ||
Goodwill | 9,129 | ||
Fixed assets | 9,552 | ||
Other assets | 122 | ||
Right-of-use assets | 16,427 | ||
Lease liabilities | (16,427) | ||
Current liabilities | (6,632) | ||
Issuance of warrants | (1,701) | ||
Total cash consideration | 28,000 | ||
Capital Seaboard | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 4,500 | ||
Capital Seaboard | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 2,900 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 24, 2021 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage, excess and obsolescence | $ 9,273 | $ 8,312 |
Equipment, Leasehold Improvem_3
Equipment, Leasehold Improvements and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Dec. 24, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 255,637 | $ 233,458 |
Less: accumulated depreciation and amortization | (103,886) | (99,836) |
Equipment, leasehold improvements and software, net | 151,751 | 133,622 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 5,542 | 5,020 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 20 years | |
Equipment, leasehold improvements and software, gross | $ 23,436 | 18,406 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 29,013 | 28,099 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 10 years | |
Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 15,811 | 15,480 |
Computers, data processing and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Computers, data processing and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 39,988 | 39,799 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 77,326 | 69,105 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 40 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Equipment, leasehold improvements and software, gross | $ 3,648 | 3,582 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 29,412 | 29,632 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 10 years | |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 31,461 | $ 24,335 |
Equipment, Leasehold Improvem_4
Equipment, Leasehold Improvements and Software - Components of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 25, 2022 | Mar. 26, 2021 | Dec. 24, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Net book value of equipment under finance leases | $ 151,751 | $ 133,622 | |
Depreciation expense and amortization | 5,889 | $ 5,107 | |
Assets held under finance leases | |||
Property, Plant and Equipment [Line Items] | |||
Net book value of equipment under finance leases | 10,450 | $ 10,874 | |
Excluding assets held under finance leases | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense and amortization | 4,415 | 3,935 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense and amortization | $ 1,474 | $ 1,172 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,356 | $ 3,539 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 25, 2022USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 221,775 |
Goodwill adjustments | 58 |
Acquisitions | 9,129 |
Foreign currency translation | 26 |
Ending balance | $ 230,988 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 25, 2022 | Dec. 24, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 208,216 | $ 200,771 |
Accumulated Amortization | (99,384) | (96,028) |
Net Amount | $ 108,832 | $ 104,743 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 120 months | 120 months |
Gross Carrying Amount | $ 160,201 | $ 155,678 |
Accumulated Amortization | (77,180) | (74,644) |
Net Amount | $ 83,021 | $ 81,034 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 23 months | 26 months |
Gross Carrying Amount | $ 8,579 | $ 8,579 |
Accumulated Amortization | (8,085) | (8,018) |
Net Amount | $ 494 | $ 561 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 165 months | 179 months |
Gross Carrying Amount | $ 39,436 | $ 36,514 |
Accumulated Amortization | (14,119) | (13,366) |
Net Amount | $ 25,317 | $ 23,148 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future amortization (Details) $ in Thousands | Mar. 25, 2022USD ($) |
Estimated amortization in fiscal year: | |
2022 | $ 9,523 |
2023 | 11,841 |
2024 | 10,980 |
2025 | 10,561 |
2026 | 10,561 |
Thereafter | 55,366 |
Total | $ 108,832 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 24, 2021 |
Debt Instrument [Line Items] | ||
Finance lease and other financing obligations | $ 10,875 | $ 11,602 |
Deferred finance fees and original issue premium (discount) | (4,586) | (4,976) |
Total debt obligations | 398,536 | 399,301 |
Less: current installments | (4,971) | (5,141) |
Total debt obligations excluding current installments | 393,565 | 394,160 |
Senior secured term loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 168,247 | 168,675 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 200,000 | 200,000 |
Deferred finance fees and original issue premium (discount) | (2,462) | (2,686) |
Asset-based loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 20,000 | 20,000 |
Convertible unsecured note | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,000 | $ 4,000 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) | Mar. 11, 2022USD ($) | Mar. 25, 2022USD ($) | Mar. 10, 2022USD ($) |
Senior Secured Term Loan | Credit facility | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 5.70% | ||
Minimum liquidity covenant | $ 35,000,000 | ||
EBITDA covenant | 10,000,000 | ||
Minimum liquidity amount | $ 210,831,000 | ||
ABL Facility | Credit facility | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 1.80% | ||
Amounts reserved for issuance of letters of credit | $ 20,541,000 | ||
Line of credit facility, current borrowing capacity | 126,240,000 | ||
Line of credit, covenant terms, minimum consolidated fixed charge coverage ratio | 1 | ||
Line of credit, covenant terms, minimum borrowing base, amount | $ 14,000,000 | ||
Line of credit, covenant terms, minimum borrowing base, percentage | 10.00% | ||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 150,000,000 | |
Debt issuance costs, net | $ 406,000 | ||
1.875% Convertible Senior Notes | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Principle amount | $ 40,000,000 | ||
Interest rate | 1.875% |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 25, 2022 | Dec. 24, 2021 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing fees and premium | $ (4,586) | $ (4,976) |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 200,000 | 200,000 |
Unamortized deferred financing fees and premium | (2,462) | (2,686) |
Net carry value | $ 197,538 | $ 197,314 |
Debt Obligations - Schedule o_3
Debt Obligations - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Debt Disclosure [Abstract] | ||
Coupon interest | $ 938 | $ 781 |
Amortization of deferred financing fees and premium | 224 | 241 |
Total interest | $ 1,162 | $ 1,022 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense, capitalized | $ 0 | |
Number of shares available for grant (in shares) | 449,957 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted (in shares) | 450,217 | |
Weighted average grant date fair value (in usd per share) | $ 31.21 | |
Recognized expense | $ 3,043,000 | $ 2,458,000 |
Total unrecognized compensation cost, RSAs | $ 26,685,000 | |
Weighted average remaining term (in years) | 2 years 4 months 24 days | |
Time , Market, And Performance Based Grants | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years | |
Time-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted (in shares) | 115,695 | |
Weighted average grant date fair value (in usd per share) | $ 32.44 | |
Total unrecognized compensation cost, RSAs | $ 12,445,000 | |
Weighted average remaining term (in years) | 2 years 4 months 24 days | |
Performance-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted (in shares) | 167,261 | |
Weighted average grant date fair value (in usd per share) | $ 32.44 | |
Total unrecognized compensation cost, RSAs | $ 14,240,000 | |
Weighted average remaining term (in years) | 2 years 6 months |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Awards (Details) | 3 Months Ended |
Mar. 25, 2022$ / sharesshares | |
Time-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 617,996 |
Granted (in shares) | shares | 115,695 |
Vested (in shares) | shares | (240,112) |
Forfeited (in shares) | shares | (7,615) |
Unvested at ending balance (in shares) | shares | 485,964 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 28.33 |
Granted (in usd per share) | $ / shares | 32.44 |
Vested (in usd per share) | $ / shares | 27.50 |
Forfeited (in usd per share) | $ / shares | 27.32 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 29.73 |
Performance-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 187,437 |
Granted (in shares) | shares | 167,261 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (4,743) |
Unvested at ending balance (in shares) | shares | 349,955 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 32.04 |
Granted (in usd per share) | $ / shares | 32.44 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 32.13 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 32.23 |
Market-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 185,129 |
Granted (in shares) | shares | 167,261 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (4,744) |
Unvested at ending balance (in shares) | shares | 347,646 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 31.44 |
Granted (in usd per share) | $ / shares | 29.12 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 30.85 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 30.33 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 25, 2022USD ($) | |
Related Party Transactions [Abstract] | |
Ownership interest in facilities owned by entities controlled by company's stockholders (as a percent) | 100.00% |
Expenses related to transactions with related parties | $ 123 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information - Summary of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 25, 2022 | Mar. 26, 2021 | |
Supplemental cash flow disclosures: | ||
Cash received for income taxes | $ (282) | $ (237) |
Cash paid for interest, net of cash received | 3,011 | 2,929 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 6,766 | 6,369 |
Operating cash flows from finance leases | 1,028 | 145 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | 8,589 | 14 |
Finance leases | 0 | 162 |
Other non-cash investing and financing activities: | ||
Warrants issued for acquisitions | $ 1,701 | $ 0 |