Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 23, 2022 | Oct. 24, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 23, 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 $0.01 | |
Trading Symbol | CHEF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,270,107 | |
Entity Central Index Key | 0001517175 | |
Current Fiscal Year End Date | --12-30 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 23, 2022 | Dec. 24, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 145,425 | $ 115,155 |
Accounts receivable, net of allowance of $21,147 in 2022 and $20,260 in 2021 | 208,939 | 172,540 |
Inventories, net | 190,668 | 144,491 |
Prepaid expenses and other current assets | 46,464 | 37,774 |
Total current assets | 591,496 | 469,960 |
Property, plant and equipment, net | 158,569 | 133,622 |
Operating lease right-of-use assets | 135,286 | 130,701 |
Goodwill | 245,428 | 221,775 |
Intangible assets, net | 116,112 | 104,743 |
Deferred taxes, net | 2,259 | 9,380 |
Other assets | 3,609 | 3,614 |
Total assets | 1,252,759 | 1,073,795 |
Current liabilities: | ||
Accounts payable | 142,963 | 118,284 |
Accrued liabilities | 48,751 | 35,390 |
Short-term operating lease liabilities | 17,180 | 15,882 |
Accrued compensation | 21,929 | 22,321 |
Current portion of long-term debt | 6,067 | 5,141 |
Total current liabilities | 236,890 | 197,018 |
Long-term debt, net of current portion | 493,148 | 394,160 |
Operating lease liabilities | 131,910 | 127,296 |
Other liabilities and deferred credits | 5,862 | 5,110 |
Total liabilities | 867,810 | 723,584 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at September 23, 2022 and December 24, 2021 | 0 | 0 |
Common Stock - $0.01 par value, 100,000,000 shares authorized, 38,270,107 and 37,887,675 shares issued and outstanding at September 23, 2022 and December 24, 2021, respectively | 383 | 380 |
Additional paid-in capital | 322,505 | 314,242 |
Accumulated other comprehensive loss | (2,127) | (2,022) |
Retained earnings | 64,188 | 37,611 |
Total stockholders’ equity | 384,949 | 350,211 |
Total liabilities and stockholders’ equity | $ 1,252,759 | $ 1,073,795 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 23, 2022 | Dec. 24, 2021 |
Current assets: | ||
Accounts receivable, allowance for credit loss, current | $ (21,147) | $ (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) | 38,270,107 | 37,887,675 |
Common Stock, outstanding (in shares) | 38,270,107 | 37,887,675 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 661,856 | $ 484,321 | $ 1,822,063 | $ 1,187,506 |
Cost of sales | 504,068 | 374,346 | 1,390,758 | 922,710 |
Gross profit | 157,788 | 109,975 | 431,305 | 264,796 |
Selling, general and administrative expenses | 130,255 | 99,431 | 364,828 | 270,034 |
Other operating expenses (income), net | 5,458 | 105 | 10,504 | (208) |
Operating income (loss) | 22,075 | 10,439 | 55,973 | (5,030) |
Interest expense | 10,737 | 4,191 | 19,567 | 13,362 |
Income (loss) before income taxes | 11,338 | 6,248 | 36,406 | (18,392) |
Provision for income tax expense (benefit) | 3,061 | 2,792 | 9,829 | (5,025) |
Net income (loss) | 8,277 | 3,456 | 26,577 | (13,367) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (156) | (90) | (105) | 67 |
Comprehensive income (loss) | $ 8,121 | $ 3,366 | $ 26,472 | $ (13,300) |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.22 | $ 0.09 | $ 0.72 | $ (0.36) |
Diluted (in dollars per share) | $ 0.21 | $ 0.09 | $ 0.68 | $ (0.36) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 37,120,926 | 36,875,784 | 37,047,653 | 36,701,927 |
Diluted (in shares) | 42,044,053 | 37,105,746 | 41,942,676 | 36,701,927 |
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 (loss) | (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. 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 (loss) | (13,367) | ||||
Cumulative translation adjustment | 67 | ||||
Balance (in shares) at Sep. 24, 2021 | 37,884,249 | ||||
Balance at Sep. 24, 2021 | 339,066 | $ 380 | 311,503 | (1,984) | 29,167 |
Balance (in shares) at Mar. 26, 2021 | 37,909,695 | ||||
Balance at Mar. 26, 2021 | 328,016 | $ 379 | 304,994 | (1,970) | 24,613 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 1,098 | 1,098 | |||
Stock compensation (in shares) | 69,245 | ||||
Stock compensation | 3,280 | $ 1 | 3,279 | ||
Warrants issued for acquisition | 1,120 | 1,120 | |||
Cumulative translation adjustment | 76 | 76 | |||
Shares surrendered to pay tax withholding (in shares) | (17,077) | ||||
Shares surrendered to pay tax withholding | (541) | (541) | |||
Balance (in shares) at Jun. 25, 2021 | 37,961,863 | ||||
Balance at Jun. 25, 2021 | 333,049 | $ 380 | 308,852 | (1,894) | 25,711 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 3,456 | 3,456 | |||
Stock compensation (in shares) | (75,597) | ||||
Stock compensation | 2,710 | 2,710 | |||
Cumulative translation adjustment | (90) | (90) | |||
Shares surrendered to pay tax withholding (in shares) | (2,017) | ||||
Shares surrendered to pay tax withholding | (59) | (59) | |||
Balance (in shares) at Sep. 24, 2021 | 37,884,249 | ||||
Balance at Sep. 24, 2021 | $ 339,066 | $ 380 | 311,503 | (1,984) | 29,167 |
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 (loss) | 1,385 | 1,385 | |||
Stock compensation (in shares) | 433,115 | ||||
Stock compensation | 3,043 | $ 4 | 3,039 | ||
Warrants issued for acquisition | 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 | ||||
Balance at Mar. 25, 2022 | $ 354,425 | $ 383 | 316,943 | (1,897) | 38,996 |
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 (loss) | $ 26,577 | ||||
Exercise of stock options (in shares) | 3,407 | ||||
Cumulative translation adjustment | $ (105) | ||||
Balance (in shares) at Sep. 23, 2022 | 38,270,107 | 38,270,107 | |||
Balance at Sep. 23, 2022 | $ 384,949 | $ 383 | 322,505 | (2,127) | 64,188 |
Balance (in shares) at Mar. 25, 2022 | 38,256,461 | ||||
Balance at Mar. 25, 2022 | 354,425 | $ 383 | 316,943 | (1,897) | 38,996 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 16,915 | 16,915 | |||
Stock compensation (in shares) | 16,131 | ||||
Stock compensation | 2,939 | 2,939 | |||
Cumulative translation adjustment | (74) | (74) | |||
Shares surrendered to pay tax withholding (in shares) | (15,137) | ||||
Shares surrendered to pay tax withholding | (518) | (518) | |||
Balance (in shares) at Jun. 24, 2022 | 38,257,455 | ||||
Balance at Jun. 24, 2022 | 373,687 | $ 383 | 319,364 | (1,971) | 55,911 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,277 | 8,277 | |||
Stock compensation (in shares) | 9,986 | ||||
Stock compensation | $ 3,099 | 3,099 | |||
Exercise of stock options (in shares) | 3,407 | ||||
Exercise of stock options | $ 69 | ||||
Cumulative translation adjustment | (156) | (156) | |||
Shares surrendered to pay tax withholding (in shares) | (741) | ||||
Shares surrendered to pay tax withholding | $ (27) | (27) | |||
Balance (in shares) at Sep. 23, 2022 | 38,270,107 | 38,270,107 | |||
Balance at Sep. 23, 2022 | $ 384,949 | $ 383 | $ 322,505 | $ (2,127) | $ 64,188 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 23, 2022 | Sep. 24, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 26,577 | $ (13,367) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 17,667 | 16,270 |
Amortization of intangible assets | 10,289 | 9,778 |
Provision (benefit) for allowance for doubtful accounts | 3,138 | (744) |
Non-cash operating lease expense | 1,329 | 505 |
Provision (benefit) for deferred income taxes | 7,121 | (4,855) |
Amortization of deferred financing fees | 1,621 | 1,832 |
Loss on debt extinguishment | 142 | 0 |
Stock compensation | 9,081 | 8,448 |
Change in fair value of contingent earn-out liabilities | 8,358 | (1,359) |
Intangible asset impairment | 0 | 597 |
Loss on asset disposal | 17 | 257 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (25,402) | (51,582) |
Inventories | (40,519) | (49,148) |
Prepaid expenses and other current assets | (9,848) | (3,304) |
Accounts payable, accrued liabilities and accrued compensation | 21,938 | 60,443 |
Other assets and liabilities | 238 | (101) |
Net cash provided by (used in) operating activities | 31,747 | (26,330) |
Cash flows from investing activities: | ||
Capital expenditures | (31,666) | (17,872) |
Cash paid for acquisitions, net of cash received | (62,007) | (7,280) |
Net cash used in investing activities | (93,673) | (25,152) |
Cash flows from financing activities: | ||
Payment of debt, finance lease and other financing obligations | (171,434) | (35,918) |
Proceeds from debt issuance | 300,000 | 51,750 |
Payment of deferred financing fees | (11,258) | (1,450) |
Proceeds from exercise of stock options | 69 | 0 |
Surrender of shares to pay withholding taxes | (2,584) | (1,792) |
Cash paid for contingent earn-out liability | (2,538) | (83) |
Payments under asset-based loan facility | (20,000) | (20,000) |
Net cash provided by (used in) financing activities | 92,255 | (7,493) |
Effect of foreign currency on cash and cash equivalents | (59) | (89) |
Net change in cash and cash equivalents | 30,270 | (59,064) |
Cash and cash equivalents-beginning of period | 115,155 | 193,281 |
Cash and cash equivalents-end of period | $ 145,425 | $ 134,217 |
Operations and Basis of Present
Operations and Basis of Presentation | 9 Months Ended |
Sep. 23, 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. Fiscal 2022 will include a fourteenth week in the fourth quarter. 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 and thirty-nine weeks ended September 23, 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 | 9 Months Ended |
Sep. 23, 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 Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Center-of-the-Plate $ 280,272 42.3 % $ 238,783 49.3 % $ 803,334 44.1 % $ 593,717 50.0 % Dry Goods 108,908 16.5 % 66,455 13.7 % 291,020 16.0 % 163,352 13.8 % Pastry 79,899 12.1 % 48,842 10.1 % 213,970 11.7 % 118,952 10.0 % Cheese and Charcuterie 61,123 9.2 % 40,403 8.3 % 163,720 9.0 % 97,805 8.2 % Produce 39,302 5.9 % 35,900 7.4 % 104,413 5.7 % 87,049 7.3 % Dairy and Eggs 41,780 6.3 % 21,922 4.5 % 111,046 6.1 % 53,405 4.5 % Oils and Vinegars 33,437 5.1 % 21,855 4.5 % 89,041 4.9 % 48,210 4.1 % Kitchen Supplies 17,135 2.6 % 10,161 2.2 % 45,519 2.5 % 25,016 2.1 % Total $ 661,856 100 % $ 484,321 100 % $ 1,822,063 100 % $ 1,187,506 100 % 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 $10,089 and $7,524 for the thirteen weeks ended September 23, 2022 and September 24, 2021, respectively, and $28,523 and $19,599 for the thirty-nine weeks ended September 23, 2022 and September 24, 2021, respectively. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 23, 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 Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Net income (loss) per share: Basic $ 0.22 $ 0.09 $ 0.72 $ (0.36) Diluted $ 0.21 $ 0.09 $ 0.68 $ (0.36) Weighted average common shares: Basic 37,120,926 36,875,784 37,047,653 36,701,927 Diluted 42,044,053 37,105,746 41,942,676 36,701,927 Reconciliation of net income (loss) per common share: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Numerator: Net income (loss) $ 8,277 $ 3,456 $ 26,577 $ (13,367) Add effect of dilutive securities Interest on convertible notes, net of tax 683 — 2,048 — Net income (loss) available to common shareholders $ 8,960 $ 3,456 $ 28,625 $ (13,367) Denominator: Weighted average basic common shares outstanding 37,120,926 36,875,784 37,047,653 36,701,927 Dilutive effect of unvested common shares 316,358 229,962 304,391 — Dilutive effect of stock options and warrants 81,789 — 65,652 — Dilutive effect of convertible notes 4,524,980 — 4,524,980 — Weighted average diluted common shares outstanding 42,044,053 37,105,746 41,942,676 36,701,927 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 Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Restricted share awards (“RSAs”) 80,844 50,412 68,784 297,978 Stock options and warrants — 126,359 — 122,956 Convertible notes 91,053 4,616,033 91,053 4,341,664 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 23, 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 $4,130 and $3,252 as of September 23, 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 expenses (income), net on the consolidated statements of operations. The following table presents the changes in Level 3 contingent earn-out liabilities: Total Balance December 24, 2021 $ 6,877 Acquisition value 1,200 Cash payments (2,538) Changes in fair value 8,358 Balance September 23, 2022 $ 13,897 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. September 23, 2022 December 24, 2021 Carrying Value Fair Value Carrying Value Fair Value Convertible Senior Notes $ 200,000 $ 204,340 $ 200,000 $ 206,182 Convertible Unsecured Note $ 4,000 $ 4,221 $ 4,000 $ 4,102 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 23, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Capital Seaboard 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 $31,036, consisting of $28,000 paid in cash at closing, common stock warrants valued at $1,701, and $1,335 paid upon settlement of a net working capital true-up. 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. Other Acquisitions During the thirty-nine weeks ended September 23, 2022 , the Company completed three other acquisitions for an aggregate purchase price of approximately $32,500, paid in cash, subject to customary working capital adjustments. The Company will also pay additional contingent consideration, if earned, in the form of earn-out amounts which could total $2,000 in the aggregate. The Company is in the process of finalizing a valuation of the tangible and intangible assets as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill of $16,252 will be amortized over 15 years for tax purposes. The Company reflected net sales and income before income taxes in its consolidated statement of operations related to the acquisitions follows: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 23, 2022 Net sales $ 58,466 $ 135,260 Income before income taxes $ 4,970 $ 8,892 The table below presents unaudited pro forma consolidated income statement information of the Company as if the acquisitions 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 acquisitions. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisitions 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 acquisitions, any incremental costs for transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisitions. The pro forma information reflects amortization and depreciation of the acquisitions at their respective fair values. Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Net sales $ 698,650 $ 544,562 $ 1,871,994 $ 1,357,312 Income (loss) before income taxes $ 11,699 $ 7,875 $ 37,152 $ (16,040) The table below sets forth the preliminary purchase price allocation for these acquisitions: Capital Seaboard Other Acquisitions Current assets $ 10,130 $ 11,498 Customer relationships 7,250 11,100 Trademarks 2,280 1,000 Goodwill 8,334 16,252 Fixed assets 9,552 633 Other assets 122 18 Current liabilities (6,632) (6,801) Earn-out liability — (1,200) Total consideration $ 31,036 $ 32,500 The Company recognized professional fees of $728 and $1,747 in operating expenses related to acquisition related activities during the thirteen and thirty-nine weeks ended September 23, 2022, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 23, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $9,616 and $8,312 at September 23, 2022 and December 24, 2021, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 23, 2022 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Leasehold Improvements and Software | Property, Plant and Equipment Equipment, leasehold improvements and software as of September 23, 2022 and December 24, 2021 consisted of the following: Useful Lives September 23, 2022 December 24, 2021 Land Indefinite $ 5,542 $ 5,020 Buildings 20 years 23,552 18,406 Machinery and equipment 5 - 10 years 30,845 28,099 Computers, data processing and other equipment 3 - 7 years 16,986 15,480 Software 3 - 7 years 42,399 39,799 Leasehold improvements 1 - 40 years 92,517 69,105 Furniture and fixtures 7 years 3,671 3,582 Vehicles 5 - 10 years 28,395 29,632 Construction-in-process 27,870 24,355 271,777 233,478 Less: accumulated depreciation and amortization (113,208) (99,856) Equipment, leasehold improvements and software, net $ 158,569 $ 133,622 Construction-in-process at September 23, 2022 related primarily to the implementation of the Company’s Enterprise Resource Planning (“ERP”) system and the build-out of the Company’s Miami distribution facility and at December 24, 2021 related primarily to the build-outs of the Company’s Miami and Los Angeles distribution facilities. The net book value of equipment financed under finance leases at September 23, 2022 and December 24, 2021 was $9,302 and $10,874, respectively. The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Depreciation expense $ 4,455 $ 3,903 $ 13,255 $ 11,679 Software amortization $ 1,457 $ 1,707 $ 4,412 $ 4,591 $ 5,912 $ 5,610 $ 17,667 $ 16,270 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 23, 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 (1) (792) Acquisitions 24,586 Foreign currency translation (141) Carrying amount as of September 23, 2022 $ 245,428 (1) The goodwill adjustments represent measurement period adjustments related to certain acquisitions completed in the prior year. Other intangible assets as of September 23, 2022 and December 24, 2021 consisted of the following: September 23, 2022 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 120 months $ 174,105 $ (82,688) $ 91,417 Non-compete agreements 17 months 8,579 (8,218) 361 Trademarks 144 months 39,745 (15,411) 24,334 Total $ 222,429 $ (106,317) $ 116,112 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 $3,470 and $3,135 for the thirteen weeks ended September 23, 2022 and September 24, 2021, respectively, and $10,289 and $9,778 for the thirty-nine weeks ended September 23, 2022 and September 24, 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 $ 3,274 2023 12,796 2024 11,943 2025 11,529 2026 11,529 Thereafter 65,041 Total $ 116,112 |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 23, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of September 23, 2022 and December 24, 2021 consisted of the following: September 23, 2022 December 24, 2021 Senior secured term loans $ 300,000 $ 168,675 Convertible senior notes 200,000 200,000 Asset-based loan facility — 20,000 Finance lease and other financing obligations 9,732 11,602 Convertible unsecured note 4,000 4,000 Deferred finance fees and original issue premium (discount) (14,517) (4,976) Total debt obligations 499,215 399,301 Less: current installments (6,067) (5,141) Total debt obligations excluding current installments $ 493,148 $ 394,160 On August 23, 2022, the Company entered into an eighth amendment (“Eight Amendment”) to its senior secured term loan credit agreement (“Term Credit Agreement”). The Company borrowed $300,000 maturing on August 23, 2029 (“2029 Term Loans”), comprising of a refinancing of the then existing term loans balance under the Term Credit Agreement of $167,391 and an incremental borrowing of $132,609. The incremental funds are to be used for capital expenditures, permitted acquisitions, working capital, and general corporate purposes of the Company. Additionally, the Term Credit Agreement includes an accordion which permits the Company to request that the lenders extend additional Term Loans based on certain performance, leverage ratio and other restrictions. The Eight Amendment includes a springing maturity of June 22, 2024 if, by June 22, 2024, more than $40,000 in principal remains outstanding on the Company’s Convertible Senior Notes has not been repaid, repurchased, redeemed or refinanced with permitted indebtedness having a maturity date not earlier than six months after August 23, 2029. The interest charged on the 2029 Term Loans is equal to, at the Company’s option, either the Alternate Base Rate (as defined in the Eight Amendment) plus 375 basis points or the secured overnight financing rate (“SOFR”) for one, two, three or six-month interest periods chosen by the Company plus 475 basis points. The interest rate on the 2029 Term Loans at September 23, 2022 was 7.9%. The Eight Amendment involved multiple members of a loan syndicate. The Company performed an analysis for each lender in accordance with ASC 470 “Debt” to determine whether the Eighth Amendment resulted in a substantial change to the remaining cash flows which is defined as a change in present value of remaining cash flows of 10% or more. As a result of the analysis, the Company incurred a loss on debt extinguishment of $142 which represents the portion of unamortized deferred financing fees attributable to lenders that exited the loan syndicate. The transaction was accounted for as a modification for existing lenders that participated in the 2029 Term Loans. The Company deferred lender and third-party fees of $10,852 as debt issuance costs, presented in other assets in the Company’s consolidated balance sheet, to be amortized over the term of the term loan. Arrangement and third-party transaction costs of $4,498 were expensed as incurred. The Eight Amendment removed the minimum liquidity covenant which required 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 Term Credit Agreement, was less than $10,000. The following table summarizes the key terms as of the Term Loans as of September 23, 2022: Term Loans Principal Outstanding Interest Rate Maturity Date Scheduled Principal Payments 2029 Term Loans $ 300,000 SOFR + 4.75% August 23, 2029 0.25% per quarter 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 that occurs 90 days prior to the earliest maturity date under the Company’s senior secured term loan facility 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 that have not been repaid, repurchased, redeemed or refinanced 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 the greater of $14,000 and 10%, of the lesser of the aggregate commitments and the borrowing base then in effect. The third amendment was accounted for as a debt modification. 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. On September 23, 2022, the Company fully paid all borrowings outstanding under the ABL and had reserved $23,181 of the ABL Facility for the issuance of letters of credit. As of September 23, 2022, funds totaling $176,820 were available for borrowing under the ABL Facility. The net carry value of the Company’s Convertible Senior Notes as of September 23, 2022 and December 24, 2021 was: September 23, 2022 December 24, 2021 Principal amount outstanding $ 200,000 $ 200,000 Unamortized deferred financing fees and premium (2,014) (2,686) Net carry value $ 197,986 $ 197,314 The components of interest expense on the Company’s Convertible Senior Notes were as follows: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Coupon interest $ 938 $ 938 $ 2,813 $ 2,656 Amortization of deferred financing fees and premium $ 224 $ 224 $ 672 $ 689 Total interest $ 1,162 $ 1,162 $ 3,485 $ 3,345 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 23, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Awards The following table reflects the activity of RSAs during the thirty-nine weeks ended September 23, 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 183,244 33.60 167,261 32.44 167,261 29.12 Vested (315,722) 26.43 — — — — Forfeited (15,691) 29.83 (21,420) 32.14 (21,423) 30.82 Unvested at September 23, 2022 469,827 $ 31.61 333,278 $ 32.23 330,967 $ 30.31 The Company granted 517,766 RSAs to its employees at a weighted average grant date fair value of $31.41 during the thirty-nine weeks ended September 23, 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 $3,099 and $2,710 on its RSAs during the thirteen weeks ended September 23, 2022 and September 24, 2021, respectively and $9,081 and $8,448 during the thirty-nine weeks ended September 23, 2022 and September 24, 2021, respectively. At September 23, 2022, the total unrecognized compensation cost for unvested RSAs was $21,353 and the weighted-average remaining period was approximately 2.1 years. Of this total, $11,051 related to RSAs with time-based vesting provisions and $10,302 related to RSAs with performance- and market-based vesting provisions. At September 23, 2022, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.2 years and 2.0 years, respectively. No share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of September 23, 2022, there were 2,053,840 shares available for grant under the 2019 Omnibus Equity Incentive Plan. The following table summarizes stock option activity during the thirty-nine weeks ended September 23, 2022: Shares Weighted Aggregate Weighted Average Outstanding December 24, 2021 115,639 $ 20.23 $ 2,051 6.2 Exercised (3,407) 20.23 Outstanding September 23, 2022 112,232 $ 20.23 $ 1,127 3.5 Exercisable at September 23, 2022 112,232 20.23 $ 1,127 3.5 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 23, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate was 27.0% and 44.7% thirteen weeks ended September 23, 2022 and September 24, 2021 and 27.0% and 27.3% for the thirty-nine weeks ended September 23, 2022 and September 24, 2021. The effective tax rate varies from the 21% statutory rate primarily due to state taxes. The high effective tax rate for the thirteen weeks ended September 24, 2021 was driven by various discrete items. As a result of the Coronavirus Aid, Relief, and Economic Security Act (“Cares Act”), the Company had carried back federal net operating losses resulting in a federal income tax refund receivable of $21,250, which is classified within prepaid expenses and other current assets |
Related Parties
Related Parties | 9 Months Ended |
Sep. 23, 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 one of its directors, and are deemed to be affiliates of these individuals. Expense related to this facility totaled $123 during the thirteen weeks ended September 23, 2022 and September 24, 2021, and $369 during the thirty-nine weeks ended September 23, 2022 and September 24, 2021. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 9 Months Ended |
Sep. 23, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 Supplemental cash flow disclosures: Cash paid (received) for income taxes $ 3,483 $ (194) Cash paid for interest, net of cash received $ 17,636 $ 10,690 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,835 $ 18,965 Operating cash flows from finance leases $ 325 $ 422 ROU assets obtained in exchange for lease liabilities: Operating leases $ 21,779 $ 13,308 Finance leases $ 791 $ 536 Other non-cash investing and financing activities: Warrants issued for acquisitions $ 1,701 $ 1,120 Contingent earn-out liabilities for acquisitions $ 1,200 $ 3,400 |
Operations and Basis of Prese_2
Operations and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 23, 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 and thirty-nine weeks ended September 23, 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) | 9 Months Ended |
Sep. 23, 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 Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Center-of-the-Plate $ 280,272 42.3 % $ 238,783 49.3 % $ 803,334 44.1 % $ 593,717 50.0 % Dry Goods 108,908 16.5 % 66,455 13.7 % 291,020 16.0 % 163,352 13.8 % Pastry 79,899 12.1 % 48,842 10.1 % 213,970 11.7 % 118,952 10.0 % Cheese and Charcuterie 61,123 9.2 % 40,403 8.3 % 163,720 9.0 % 97,805 8.2 % Produce 39,302 5.9 % 35,900 7.4 % 104,413 5.7 % 87,049 7.3 % Dairy and Eggs 41,780 6.3 % 21,922 4.5 % 111,046 6.1 % 53,405 4.5 % Oils and Vinegars 33,437 5.1 % 21,855 4.5 % 89,041 4.9 % 48,210 4.1 % Kitchen Supplies 17,135 2.6 % 10,161 2.2 % 45,519 2.5 % 25,016 2.1 % Total $ 661,856 100 % $ 484,321 100 % $ 1,822,063 100 % $ 1,187,506 100 % |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 9 Months Ended |
Sep. 23, 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 Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Net income (loss) per share: Basic $ 0.22 $ 0.09 $ 0.72 $ (0.36) Diluted $ 0.21 $ 0.09 $ 0.68 $ (0.36) Weighted average common shares: Basic 37,120,926 36,875,784 37,047,653 36,701,927 Diluted 42,044,053 37,105,746 41,942,676 36,701,927 |
Schedule of reconciliation of net income (loss) per common share | Reconciliation of net income (loss) per common share: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Numerator: Net income (loss) $ 8,277 $ 3,456 $ 26,577 $ (13,367) Add effect of dilutive securities Interest on convertible notes, net of tax 683 — 2,048 — Net income (loss) available to common shareholders $ 8,960 $ 3,456 $ 28,625 $ (13,367) Denominator: Weighted average basic common shares outstanding 37,120,926 36,875,784 37,047,653 36,701,927 Dilutive effect of unvested common shares 316,358 229,962 304,391 — Dilutive effect of stock options and warrants 81,789 — 65,652 — Dilutive effect of convertible notes 4,524,980 — 4,524,980 — Weighted average diluted common shares outstanding 42,044,053 37,105,746 41,942,676 36,701,927 |
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 Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Restricted share awards (“RSAs”) 80,844 50,412 68,784 297,978 Stock options and warrants — 126,359 — 122,956 Convertible notes 91,053 4,616,033 91,053 4,341,664 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 23, 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: Total Balance December 24, 2021 $ 6,877 Acquisition value 1,200 Cash payments (2,538) Changes in fair value 8,358 Balance September 23, 2022 $ 13,897 |
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. September 23, 2022 December 24, 2021 Carrying Value Fair Value Carrying Value Fair Value Convertible Senior Notes $ 200,000 $ 204,340 $ 200,000 $ 206,182 Convertible Unsecured Note $ 4,000 $ 4,221 $ 4,000 $ 4,102 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 23, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of pro forma consolidated statement of operations information | The Company reflected net sales and income before income taxes in its consolidated statement of operations related to the acquisitions follows: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 23, 2022 Net sales $ 58,466 $ 135,260 Income before income taxes $ 4,970 $ 8,892 Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Net sales $ 698,650 $ 544,562 $ 1,871,994 $ 1,357,312 Income (loss) before income taxes $ 11,699 $ 7,875 $ 37,152 $ (16,040) |
Schedule of purchase price allocation | The table below sets forth the preliminary purchase price allocation for these acquisitions: Capital Seaboard Other Acquisitions Current assets $ 10,130 $ 11,498 Customer relationships 7,250 11,100 Trademarks 2,280 1,000 Goodwill 8,334 16,252 Fixed assets 9,552 633 Other assets 122 18 Current liabilities (6,632) (6,801) Earn-out liability — (1,200) Total consideration $ 31,036 $ 32,500 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 23, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, leasehold improvements and software | Equipment, leasehold improvements and software as of September 23, 2022 and December 24, 2021 consisted of the following: Useful Lives September 23, 2022 December 24, 2021 Land Indefinite $ 5,542 $ 5,020 Buildings 20 years 23,552 18,406 Machinery and equipment 5 - 10 years 30,845 28,099 Computers, data processing and other equipment 3 - 7 years 16,986 15,480 Software 3 - 7 years 42,399 39,799 Leasehold improvements 1 - 40 years 92,517 69,105 Furniture and fixtures 7 years 3,671 3,582 Vehicles 5 - 10 years 28,395 29,632 Construction-in-process 27,870 24,355 271,777 233,478 Less: accumulated depreciation and amortization (113,208) (99,856) Equipment, leasehold improvements and software, net $ 158,569 $ 133,622 The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Depreciation expense $ 4,455 $ 3,903 $ 13,255 $ 11,679 Software amortization $ 1,457 $ 1,707 $ 4,412 $ 4,591 $ 5,912 $ 5,610 $ 17,667 $ 16,270 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 23, 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 (1) (792) Acquisitions 24,586 Foreign currency translation (141) Carrying amount as of September 23, 2022 $ 245,428 |
Schedule of other intangible assets | Other intangible assets as of September 23, 2022 and December 24, 2021 consisted of the following: September 23, 2022 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 120 months $ 174,105 $ (82,688) $ 91,417 Non-compete agreements 17 months 8,579 (8,218) 361 Trademarks 144 months 39,745 (15,411) 24,334 Total $ 222,429 $ (106,317) $ 116,112 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 $ 3,274 2023 12,796 2024 11,943 2025 11,529 2026 11,529 Thereafter 65,041 Total $ 116,112 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 23, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of September 23, 2022 and December 24, 2021 consisted of the following: September 23, 2022 December 24, 2021 Senior secured term loans $ 300,000 $ 168,675 Convertible senior notes 200,000 200,000 Asset-based loan facility — 20,000 Finance lease and other financing obligations 9,732 11,602 Convertible unsecured note 4,000 4,000 Deferred finance fees and original issue premium (discount) (14,517) (4,976) Total debt obligations 499,215 399,301 Less: current installments (6,067) (5,141) Total debt obligations excluding current installments $ 493,148 $ 394,160 |
Schedule of convertible senior notes | The net carry value of the Company’s Convertible Senior Notes as of September 23, 2022 and December 24, 2021 was: September 23, 2022 December 24, 2021 Principal amount outstanding $ 200,000 $ 200,000 Unamortized deferred financing fees and premium (2,014) (2,686) Net carry value $ 197,986 $ 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 Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 September 23, 2022 September 24, 2021 Coupon interest $ 938 $ 938 $ 2,813 $ 2,656 Amortization of deferred financing fees and premium $ 224 $ 224 $ 672 $ 689 Total interest $ 1,162 $ 1,162 $ 3,485 $ 3,345 |
Schedule of term loans | The following table summarizes the key terms as of the Term Loans as of September 23, 2022: Term Loans Principal Outstanding Interest Rate Maturity Date Scheduled Principal Payments 2029 Term Loans $ 300,000 SOFR + 4.75% August 23, 2029 0.25% per quarter |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 23, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock awards activity | The following table reflects the activity of RSAs during the thirty-nine weeks ended September 23, 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 183,244 33.60 167,261 32.44 167,261 29.12 Vested (315,722) 26.43 — — — — Forfeited (15,691) 29.83 (21,420) 32.14 (21,423) 30.82 Unvested at September 23, 2022 469,827 $ 31.61 333,278 $ 32.23 330,967 $ 30.31 |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes stock option activity during the thirty-nine weeks ended September 23, 2022: Shares Weighted Aggregate Weighted Average Outstanding December 24, 2021 115,639 $ 20.23 $ 2,051 6.2 Exercised (3,407) 20.23 Outstanding September 23, 2022 112,232 $ 20.23 $ 1,127 3.5 Exercisable at September 23, 2022 112,232 20.23 $ 1,127 3.5 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 23, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Thirty-Nine Weeks Ended September 23, 2022 September 24, 2021 Supplemental cash flow disclosures: Cash paid (received) for income taxes $ 3,483 $ (194) Cash paid for interest, net of cash received $ 17,636 $ 10,690 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,835 $ 18,965 Operating cash flows from finance leases $ 325 $ 422 ROU assets obtained in exchange for lease liabilities: Operating leases $ 21,779 $ 13,308 Finance leases $ 791 $ 536 Other non-cash investing and financing activities: Warrants issued for acquisitions $ 1,701 $ 1,120 Contingent earn-out liabilities for acquisitions $ 1,200 $ 3,400 |
Operations and Basis of Prese_3
Operations and Basis of Presentation - Narrative (Details) | 9 Months Ended |
Sep. 23, 2022 segment | |
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 | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Cost of sales | $ 504,068 | $ 374,346 | $ 1,390,758 | $ 922,710 |
Food Processing | ||||
Disaggregation of Revenue [Line Items] | ||||
Cost of sales | $ 10,089 | $ 7,524 | $ 28,523 | $ 19,599 |
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 | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 661,856 | $ 484,321 | $ 1,822,063 | $ 1,187,506 |
Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 100% | 100% | 100% | 100% |
Center-of-the-Plate | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 280,272 | $ 238,783 | $ 803,334 | $ 593,717 |
Center-of-the-Plate | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 42.30% | 49.30% | 44.10% | 50% |
Dry Goods | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 108,908 | $ 66,455 | $ 291,020 | $ 163,352 |
Dry Goods | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 16.50% | 13.70% | 16% | 13.80% |
Pastry | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 79,899 | $ 48,842 | $ 213,970 | $ 118,952 |
Pastry | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 12.10% | 10.10% | 11.70% | 10% |
Cheese and Charcuterie | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 61,123 | $ 40,403 | $ 163,720 | $ 97,805 |
Cheese and Charcuterie | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 9.20% | 8.30% | 9% | 8.20% |
Produce | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 39,302 | $ 35,900 | $ 104,413 | $ 87,049 |
Produce | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 5.90% | 7.40% | 5.70% | 7.30% |
Dairy and Eggs | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 41,780 | $ 21,922 | $ 111,046 | $ 53,405 |
Dairy and Eggs | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 6.30% | 4.50% | 6.10% | 4.50% |
Oils and Vinegars | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 33,437 | $ 21,855 | $ 89,041 | $ 48,210 |
Oils and Vinegars | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 5.10% | 4.50% | 4.90% | 4.10% |
Kitchen Supplies | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 17,135 | $ 10,161 | $ 45,519 | $ 25,016 |
Kitchen Supplies | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total net sales | 2.60% | 2.20% | 2.50% | 2.10% |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Basic and Diluted Earnings per Share (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.22 | $ 0.09 | $ 0.72 | $ (0.36) |
Diluted (in dollars per share) | $ 0.21 | $ 0.09 | $ 0.68 | $ (0.36) |
Weighted average common shares: | ||||
Basic (in shares) | 37,120,926 | 36,875,784 | 37,047,653 | 36,701,927 |
Diluted (in shares) | 42,044,053 | 37,105,746 | 41,942,676 | 36,701,927 |
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 | 9 Months Ended | ||||||
Sep. 23, 2022 | Jun. 24, 2022 | Mar. 25, 2022 | Sep. 24, 2021 | Jun. 25, 2021 | Mar. 26, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Numerator: | ||||||||
Net income (loss) | $ 8,277 | $ 16,915 | $ 1,385 | $ 3,456 | $ 1,098 | $ (17,921) | $ 26,577 | $ (13,367) |
Interest on convertible notes, net of tax | 683 | 0 | 2,048 | 0 | ||||
Net income (loss) available to common shareholders | $ 8,960 | $ 3,456 | $ 28,625 | $ (13,367) | ||||
Denominator: | ||||||||
Weighted average basic common shares outstanding (in shares) | 37,120,926 | 36,875,784 | 37,047,653 | 36,701,927 | ||||
Dilutive effect of unvested common shares (in shares) | 316,358 | 229,962 | 304,391 | 0 | ||||
Dilutive effect of stock options and warrants (in shares) | 81,789 | 0 | 65,652 | 0 | ||||
Dilutive effect of convertible notes (in shares) | 4,524,980 | 0 | 4,524,980 | 0 | ||||
Weighted average diluted common shares outstanding (in shares) | 42,044,053 | 37,105,746 | 41,942,676 | 36,701,927 |
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 | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Restricted share awards (“RSAs”) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 80,844 | 50,412 | 68,784 | 297,978 |
Stock options and warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 0 | 126,359 | 0 | 122,956 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 91,053 | 4,616,033 | 91,053 | 4,341,664 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Sep. 23, 2022 | Dec. 24, 2021 |
Fair Value Disclosures [Abstract] | ||
Long-term earn-out liabilities | $ 4,130 | $ 3,252 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 23, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 6,877 |
Acquisition value | 1,200 |
Cash payments | (2,538) |
Changes in fair value | 8,358 |
Balance at end of period | $ 13,897 |
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 | Sep. 23, 2022 | Dec. 24, 2021 |
Convertible Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 200,000 | $ 200,000 |
Convertible Senior Notes | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 204,340 | 206,182 |
Convertible Unsecured Note | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 4,000 | 4,000 |
Convertible Unsecured Note | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 4,221 | $ 4,102 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 28, 2021 USD ($) | Sep. 23, 2022 USD ($) | Sep. 23, 2022 USD ($) acquisition | Dec. 24, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||
Number of acquisitions | acquisition | 3 | |||
Goodwill | $ 245,428 | $ 245,428 | $ 221,775 | |
Common stock warrants issued for acquisition | $ 1,701 | |||
Professional fees | 728 | 1,747 | ||
Capital Seaboard | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 31,036 | |||
Goodwill | 8,334 | |||
Purchase price | 31,036 | |||
Cash amount paid | 28,000 | |||
Net working capital adjustment | $ 1,335 | |||
Other Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Total consideration | 32,500 | 32,500 | ||
Estimated fair value of contingent earn-out liability | 2,000 | |||
Goodwill | $ 16,252 | $ 16,252 |
Acquisitions - Pro Forma Consol
Acquisitions - Pro Forma Consolidated Statement of Operations Information - Capital Seaboard (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Net sales | $ 58,466 | $ 135,260 | ||
Income before income taxes | 4,970 | 8,892 | ||
Capital Seaboard | ||||
Business Acquisition [Line Items] | ||||
Net sales | 698,650 | $ 544,562 | 1,871,994 | $ 1,357,312 |
Income (loss) before income taxes | $ 11,699 | $ 7,875 | $ 37,152 | $ (16,040) |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 23, 2022 | Dec. 28, 2021 | Dec. 24, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 245,428 | $ 221,775 | |
Capital Seaboard | |||
Business Acquisition [Line Items] | |||
Current assets | $ 10,130 | ||
Goodwill | 8,334 | ||
Fixed assets | 9,552 | ||
Other assets | 122 | ||
Current liabilities | (6,632) | ||
Earn-out liability | 0 | ||
Total consideration | 31,036 | ||
Capital Seaboard | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 7,250 | ||
Capital Seaboard | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 2,280 | ||
Other Acquisitions | |||
Business Acquisition [Line Items] | |||
Current assets | 11,498 | ||
Goodwill | 16,252 | ||
Fixed assets | 633 | ||
Other assets | 18 | ||
Current liabilities | (6,801) | ||
Earn-out liability | (1,200) | ||
Total consideration | 32,500 | ||
Other Acquisitions | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 11,100 | ||
Other Acquisitions | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 1,000 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Sep. 23, 2022 | Dec. 24, 2021 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage, excess and obsolescence | $ 9,616 | $ 8,312 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 23, 2022 | Dec. 24, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 271,777 | $ 233,478 |
Less: accumulated depreciation and amortization | (113,208) | (99,856) |
Equipment, leasehold improvements and software, net | 158,569 | 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 | $ 23,552 | 18,406 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 30,845 | 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 | $ 16,986 | 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 | $ 42,399 | 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 | $ 92,517 | 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 | $ 3,671 | 3,582 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 28,395 | 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 | $ 27,870 | $ 24,355 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | Dec. 24, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Net book value of equipment under finance leases | $ 158,569 | $ 158,569 | $ 133,622 | ||
Depreciation expense and amortization | 5,912 | $ 5,610 | 17,667 | $ 16,270 | |
Assets held under finance leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Net book value of equipment under finance leases | 9,302 | 9,302 | $ 10,874 | ||
Excluding assets held under finance leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense and amortization | 4,455 | 3,903 | 13,255 | 11,679 | |
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense and amortization | $ 1,457 | $ 1,707 | $ 4,412 | $ 4,591 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 23, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 221,775 |
Goodwill adjustments | (792) |
Acquisitions | 24,586 |
Foreign currency translation | (141) |
Ending balance | $ 245,428 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 23, 2022 | Dec. 24, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 222,429 | $ 200,771 |
Accumulated Amortization | (106,317) | (96,028) |
Net Amount | $ 116,112 | $ 104,743 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 120 months | 120 months |
Gross Carrying Amount | $ 174,105 | $ 155,678 |
Accumulated Amortization | (82,688) | (74,644) |
Net Amount | $ 91,417 | $ 81,034 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 17 months | 26 months |
Gross Carrying Amount | $ 8,579 | $ 8,579 |
Accumulated Amortization | (8,218) | (8,018) |
Net Amount | $ 361 | $ 561 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 144 months | 179 months |
Gross Carrying Amount | $ 39,745 | $ 36,514 |
Accumulated Amortization | (15,411) | (13,366) |
Net Amount | $ 24,334 | $ 23,148 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 3,470 | $ 3,135 | $ 10,289 | $ 9,778 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future amortization (Details) $ in Thousands | Sep. 23, 2022 USD ($) |
Estimated amortization in fiscal year: | |
2022 | $ 3,274 |
2023 | 12,796 |
2024 | 11,943 |
2025 | 11,529 |
2026 | 11,529 |
Thereafter | 65,041 |
Total | $ 116,112 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 23, 2022 | Dec. 24, 2021 |
Debt Instrument [Line Items] | ||
Finance lease and other financing obligations | $ 9,732 | $ 11,602 |
Deferred finance fees and original issue premium (discount) | (14,517) | (4,976) |
Total debt obligations | 499,215 | 399,301 |
Less: current installments | (6,067) | (5,141) |
Total debt obligations excluding current installments | 493,148 | 394,160 |
Senior secured term loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 300,000 | 168,675 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 200,000 | 200,000 |
Deferred finance fees and original issue premium (discount) | (2,014) | (2,686) |
Asset-based loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 20,000 |
Convertible unsecured note | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,000 | $ 4,000 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) | 9 Months Ended | |||||
Aug. 23, 2022 USD ($) | Mar. 11, 2022 USD ($) | Sep. 23, 2022 USD ($) | Sep. 24, 2021 USD ($) | Mar. 10, 2022 USD ($) | Dec. 24, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment | $ 142,000 | $ 0 | ||||
Payment of deferred financing fees | (11,258,000) | $ (1,450,000) | ||||
Debt instrument, covenant, minimum liquidity, amount | 35,000,000 | |||||
Debt instrument, covenant, minimum EBITDA, amount | 10,000,000 | |||||
Convertible senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 200,000,000 | $ 200,000,000 | ||||
Senior secured term loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 300,000,000 | $ 168,675,000 | ||||
2029 Term Loans | Senior secured term loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis points | 4.75% | |||||
2029 Term Loans | Senior secured term loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 300,000,000 | |||||
Principle amount | $ 40,000,000 | |||||
Basis points | 3.75% | |||||
Effective interest rate | 7.90% | |||||
Loss on debt extinguishment | $ 142,000 | |||||
Payment of deferred financing fees | (10,852,000) | |||||
Debt transaction cost | 4,498,000 | |||||
2029 Term Loans | Senior secured term loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis points | 4.75% | |||||
ABL Facility | Senior secured term loans | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | $ 150,000,000 | ||||
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% | |||||
Debt issuance costs, net | $ 406,000 | |||||
Amounts reserved for issuance of letters of credit | 23,181,000 | |||||
Line of credit facility, current borrowing capacity | $ 176,820,000 | |||||
1.875% Convertible Senior Notes | Convertible senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Principle amount | $ 40,000,000 | |||||
Interest rate | 1.875% | |||||
Senior Secured Term Loans 2025 | Senior secured term loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 167,391,000 | |||||
Debt instrument, incremental borrowing | $ 132,609,000 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Term Loans (Details) - 2029 Term Loans - Senior secured term loans | 9 Months Ended |
Sep. 23, 2022 | |
Debt Instrument [Line Items] | |
Scheduled Principal Payments | 0.25% |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |
Debt Instrument [Line Items] | |
Interest Rate | 4.75% |
Debt Obligations - Schedule o_3
Debt Obligations - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Sep. 23, 2022 | Dec. 24, 2021 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing fees and premium | $ (14,517) | $ (4,976) |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 200,000 | 200,000 |
Unamortized deferred financing fees and premium | (2,014) | (2,686) |
Net carry value | $ 197,986 | $ 197,314 |
Debt Obligations - Schedule o_4
Debt Obligations - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Debt Disclosure [Abstract] | ||||
Coupon interest | $ 938 | $ 938 | $ 2,813 | $ 2,656 |
Amortization of deferred financing fees and premium | 224 | 224 | 672 | 689 |
Total interest | $ 1,162 | $ 1,162 | $ 3,485 | $ 3,345 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Awards (Details) | 9 Months Ended |
Sep. 23, 2022 $ / shares shares | |
Time-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 617,996 |
Granted (in shares) | shares | 183,244 |
Vested (in shares) | shares | (315,722) |
Forfeited (in shares) | shares | (15,691) |
Unvested at ending balance (in shares) | shares | 469,827 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 28.33 |
Granted (in usd per share) | $ / shares | 33.60 |
Vested (in usd per share) | $ / shares | 26.43 |
Forfeited (in usd per share) | $ / shares | 29.83 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 31.61 |
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 | (21,420) |
Unvested at ending balance (in shares) | shares | 333,278 |
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 | 32.14 |
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 | (21,423) |
Unvested at ending balance (in shares) | shares | 330,967 |
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 | 30.82 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 30.31 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 23, 2022 | Sep. 23, 2022 | Dec. 24, 2021 | |
Shares | |||
Outstanding, beginning balance (in shares) | 115,639 | ||
Exercised (in shares) | (3,407) | (3,407) | |
Outstanding, ending balance (in shares) | 112,232 | 112,232 | 115,639 |
Exercisable, ending balance (in shares) | 112,232 | 112,232 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance (in usd per share) | $ 20.23 | ||
Exercised (in usd per share) | 20.23 | ||
Outstanding, ending balance (in usd per share) | $ 20.23 | 20.23 | $ 20.23 |
Exercisable, ending balance (in usd per share) | $ 20.23 | $ 20.23 | |
Aggregate Intrinsic Value | |||
Outstanding, beginning balance | $ 2,051 | ||
Outstanding, ending balance | $ 1,127 | 1,127 | $ 2,051 |
Exercisable, ending balance | $ 1,127 | $ 1,127 | |
Weighted-Average Remaining Contractual Term (in years) | |||
Outstanding, ending balance | 3 years 6 months | 6 years 2 months 12 days | |
Exercisable, ending balance | 3 years 6 months |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 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) | 2,053,840 | 2,053,840 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 517,766 | |||
Weighted average grant date fair value (in usd per share) | $ 31.41 | |||
Recognized expense | $ 3,099,000 | $ 2,710,000 | $ 9,081,000 | $ 8,448,000 |
Total unrecognized compensation cost, RSAs | 21,353,000 | $ 21,353,000 | ||
Weighted average remaining term (in years) | 2 years 1 month 6 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) | 183,244 | |||
Weighted average grant date fair value (in usd per share) | $ 33.60 | |||
Total unrecognized compensation cost, RSAs | 11,051,000 | $ 11,051,000 | ||
Weighted average remaining term (in years) | 2 years 2 months 12 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 | $ 10,302,000 | $ 10,302,000 | ||
Weighted average remaining term (in years) | 2 years |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | Dec. 24, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate (as a percent) | 27% | 44.70% | 27% | 27.30% | |
CARES Act, Income tax refund receivable | $ 21,250 | $ 21,250 | $ 21,250 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2022 | Sep. 24, 2021 | Sep. 23, 2022 | Sep. 24, 2021 | |
Related Party Transactions [Abstract] | ||||
Ownership interest in facilities owned by entities controlled by company's stockholders (as a percent) | 100% | |||
Expenses related to transactions with related parties | $ 123 | $ 123 | $ 369 | $ 369 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information - Summary of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 23, 2022 | Sep. 24, 2021 | |
Supplemental cash flow disclosures: | ||
Cash paid (received) for income taxes | $ 3,483 | $ (194) |
Cash paid for interest, net of cash received | 17,636 | 10,690 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 20,835 | 18,965 |
Operating cash flows from finance leases | 325 | 422 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | 21,779 | 13,308 |
Finance leases | 791 | 536 |
Other non-cash investing and financing activities: | ||
Warrants issued for acquisitions | 1,701 | 1,120 |
Contingent earn-out liabilities for acquisitions | $ 1,200 | $ 3,400 |