Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.01 | |
Trading Symbol | CHEF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,542,217 | |
Entity Central Index Key | 0001517175 | |
Current Fiscal Year End Date | --12-30 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 91,742 | $ 158,800 |
Accounts receivable, net of allowance of $22,571 in 2023 and $20,260 in 2022 | 274,598 | 260,167 |
Inventories, net | 274,787 | 245,693 |
Prepaid expenses and other current assets | 55,714 | 56,200 |
Total current assets | 696,841 | 720,860 |
Property and equipment, net | 196,256 | 185,728 |
Operating lease right-of-use assets | 178,872 | 156,629 |
Goodwill | 307,773 | 287,120 |
Intangible assets, net | 167,823 | 155,703 |
Other assets | 4,566 | 3,256 |
Total assets | 1,552,131 | 1,509,296 |
Current liabilities: | ||
Accounts payable | 169,912 | 163,397 |
Accrued liabilities | 72,057 | 54,325 |
Short-term operating lease liabilities | 21,690 | 19,428 |
Accrued compensation | 27,370 | 34,167 |
Current portion of long-term debt | 13,199 | 12,428 |
Total current liabilities | 304,228 | 283,745 |
Long-term debt, net of current portion | 654,417 | 653,504 |
Operating lease liabilities | 171,972 | 151,406 |
Deferred taxes, net | 6,221 | 6,098 |
Other liabilities and deferred credits | 9,341 | 13,034 |
Total liabilities | 1,146,179 | 1,107,787 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2023 and December 30, 2022 | 0 | 0 |
Common Stock - $0.01 par value, 100,000,000 shares authorized, 39,544,131 and 38,599,390 shares issued and outstanding at March 31, 2023 and December 30, 2022, respectively | 395 | 386 |
Additional paid-in capital | 340,899 | 337,947 |
Accumulated other comprehensive loss | (2,104) | (2,185) |
Retained earnings | 66,762 | 65,361 |
Total stockholders’ equity | 405,952 | 401,509 |
Total liabilities and stockholders’ equity | $ 1,552,131 | $ 1,509,296 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
Current assets: | ||
Accounts receivable, allowance for credit loss, current | $ 22,571 | $ 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) | 39,544,131 | 38,599,390 |
Common Stock, outstanding (in shares) | 39,544,131 | 38,599,390 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 719,645 | $ 512,103 |
Cost of sales | 549,937 | 394,590 |
Gross profit | 169,708 | 117,513 |
Selling, general and administrative expenses | 156,137 | 110,086 |
Other operating expenses, net | 1,672 | 1,163 |
Operating income | 11,899 | 6,264 |
Interest expense | 10,006 | 4,365 |
Income before income taxes | 1,893 | 1,899 |
Provision for income tax expense | 492 | 514 |
Net income | 1,401 | 1,385 |
Other comprehensive income: | ||
Foreign currency translation adjustments | 81 | 125 |
Comprehensive income | $ 1,482 | $ 1,510 |
Net income per share: | ||
Basic (in dollars per share) | $ 0.04 | $ 0.04 |
Diluted (in dollars per share) | $ 0.04 | $ 0.04 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 37,507,093 | 36,935,717 |
Diluted (in shares) | 38,161,269 | 37,307,478 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance, beginning (in shares) at Dec. 24, 2021 | 37,887,675 | ||||
Balance, beginning 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 | ||
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, ending (in shares) at Mar. 25, 2022 | 38,256,461 | ||||
Balance, ending at Mar. 25, 2022 | $ 354,425 | $ 383 | 316,943 | (1,897) | 38,996 |
Balance, beginning (in shares) at Dec. 30, 2022 | 38,599,390 | 38,599,390 | |||
Balance, beginning at Dec. 30, 2022 | $ 401,509 | $ 386 | 337,947 | (2,185) | 65,361 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,401 | 1,401 | |||
Stock compensation (in shares) | 998,777 | ||||
Stock compensation | 4,790 | $ 10 | 4,780 | ||
Cumulative translation adjustment | 81 | 81 | |||
Shares surrendered to pay tax withholding (in shares) | (54,036) | ||||
Shares surrendered to pay tax withholding | $ (1,829) | $ (1) | (1,828) | ||
Balance, ending (in shares) at Mar. 31, 2023 | 39,544,131 | 39,544,131 | |||
Balance, ending at Mar. 31, 2023 | $ 405,952 | $ 395 | $ 340,899 | $ (2,104) | $ 66,762 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 1,401 | $ 1,385 |
Adjustments to reconcile net income to net cash (used in ) provided by operating activities: | ||
Depreciation and amortization | 7,011 | 5,889 |
Amortization of intangible assets | 4,697 | 3,356 |
Provision (benefit) for allowance for doubtful accounts | 1,849 | (178) |
Non-cash operating lease expense | 585 | 802 |
Provision for deferred income taxes | 123 | 504 |
Amortization of deferred financing fees | 967 | 539 |
Stock compensation | 5,334 | 3,043 |
Change in fair value of contingent earn-out liabilities | 372 | 299 |
Loss on asset disposal | 57 | 17 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 9,860 | 10,084 |
Inventories | (20,075) | (4,391) |
Prepaid expenses and other current assets | 1,612 | (1,080) |
Accounts payable, accrued liabilities and accrued compensation | (15,044) | (9,830) |
Other assets and liabilities | (1,010) | (156) |
Net cash (used in) provided by operating activities | (2,261) | 10,283 |
Cash flows from investing activities: | ||
Capital expenditures | (8,696) | (14,206) |
Cash paid for acquisitions, net of cash acquired | (50,937) | (28,000) |
Net cash used in investing activities | (59,633) | (42,206) |
Cash flows from financing activities: | ||
Payment of debt, finance lease and other financing obligations | (3,378) | (1,405) |
Payment of deferred financing fees | 0 | (406) |
Surrender of shares to pay withholding taxes | (1,763) | (2,040) |
Net cash used in financing activities | (5,141) | (3,851) |
Effect of foreign currency on cash and cash equivalents | (23) | 58 |
Net change in cash and cash equivalents | (67,058) | (35,716) |
Cash and cash equivalents-beginning of period | 158,800 | 115,155 |
Cash and cash equivalents-end of period | $ 91,742 | $ 79,439 |
Operations and Basis of Present
Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 condensed 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 contained a fourteenth week in the fourth quarter. The Company’s business consists of three operating segments: East, Midwest and West 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 condensed 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 condensed consolidated financial statements and the related interim information contained within the notes to such unaudited condensed 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 condensed 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 30, 2022 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 28, 2023. The unaudited condensed 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 28, 2023, 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 and other factors, the results of operations for the thirteen weeks ended March 31, 2023 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. 31, 2023 | |
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 condensed 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 31, 2023 March 25, 2022 Center-of-the-Plate $ 306,305 42.6 % $ 238,776 46.6 % Dry Goods 122,934 17.1 % 68,796 13.4 % Pastry 89,162 12.4 % 50,395 9.8 % Cheese and Charcuterie 55,141 7.7 % 38,388 7.5 % Produce 52,999 7.4 % 57,154 11.2 % Dairy and Eggs 49,078 6.8 % 26,951 5.3 % Oils and Vinegars 28,878 4.0 % 21,025 4.1 % Kitchen Supplies 15,148 2.0 % 10,618 2.1 % Total $ 719,645 100 % $ 512,103 100 % 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 $11,674 and $9,036 for the thirteen weeks ended March 31, 2023 and March 25, 2022, respectively. Immaterial Correction of Prior Period Disclosures Subsequent to the issuance of the fiscal year 2022 consolidated financial statements, immaterial errors were identified in the weighted average remaining amortization period of intangible assets, the intangible asset amortization schedule and the debt maturity schedule. The weighted average remaining amortization period for customer relationships, non-compete agreements and trademarks were previously disclosed as 232 months, 73 months and 250 months instead of 117 months, 25 months and 165 months, respectively. This had a corresponding immaterial impact on the intangible asset amortization schedule. In addition, the debt maturity schedule previously included the $40,000 due upon maturity of the asset-based loan facility in the thereafter total instead of in the 2027 total. Further, the Company omitted that the asset-based loan facility and term loan are classified as Level 2 within the fair value hierarchy. These immaterial errors and omissions have been corrected in Note 4 “Fair Value Measurements”, Note 8 “Goodwill and Other Intangible Assets” and Note 9 “Debt Obligations”, within these condensed consolidated financial statements. |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share The following table sets forth the computation of basic and diluted net income per common share: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Net income per share: Basic $ 0.04 $ 0.04 Diluted $ 0.04 $ 0.04 Weighted average common shares: Basic 37,507,093 36,935,717 Diluted 38,161,269 37,307,478 Reconciliation of net income per common share: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Numerator: Net income $ 1,401 $ 1,385 Denominator: Weighted average basic common shares outstanding 37,507,093 36,935,717 Dilutive effect of unvested common shares 577,557 330,415 Dilutive effect of stock options and warrants 76,619 41,346 Weighted average diluted common shares outstanding 38,161,269 37,307,478 Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Restricted share awards (“RSAs”) — 113,061 Stock options and warrants — 293,407 Convertible notes 7,483,870 4,616,033 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 $6,790 and $10,483 as of March 31, 2023 and December 30, 2022, respectively, and are reflected as other liabilities and deferred credits on the condensed consolidated balance sheets. The remaining short-term earn-out liabilities are reflected as accrued liabilities on the condensed 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, net on the condensed consolidated statements of operations. The following table presents the changes in Level 3 contingent earn-out liabilities: Total Balance December 30, 2022 $ 17,294 Acquisition value 7,800 Cash payments — Changes in fair value 372 Balance March 31, 2023 $ 25,466 Fair Value of Financial Instruments The carrying amounts reported in the Company’s condensed consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to the immediate to short-term nature of these financial instruments. The fair values of the asset based loan facility and term loan approximated their book values as of March 31, 2023 and December 30, 2022 as these instruments had variable interest rates that reflected current market rates available to the Company and are classified as Level 2 fair value measurements. The following table presents the carrying value and fair value of the Company’s convertible notes. The fair value of the Company’s 2029 Convertible Senior Notes was based on Level 1 inputs. In estimating the fair value of its 2024 Convertible Senior Notes and Convertible Unsecured Note, 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 31, 2023 December 30, 2022 Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2028 Convertible Senior Notes Level 1 $ 287,500 $ 291,813 $ 287,500 $ 292,531 2024 Convertible Senior Notes Level 3 $ 39,684 $ 40,695 $ 41,684 $ 43,723 Convertible Unsecured Note Level 3 $ 4,000 $ 4,120 $ 4,000 $ 4,345 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Hardie’s Fresh Foods On March 20, 2023, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Hardie’s F&V, LLC (“Hardie’s Fresh Foods”), a specialty produce distributor with operations in Texas. The purchase price was approximately $38,000, paid in cash at closing. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $10,000 over a two-year period. The payment of the earn-out liability is subject to the successful achievement of certain gross profit targets. The Company estimated the fair value of this contingent earn-out liability to be $6,500 as of March 20, 2023 and March 31, 2023. The Company is in the process of finalizing a valuation of tangible and intangible assets of Hardie’s Fresh Foods as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill for the Hardie’s Fresh Foods acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty produce distributor to leverage the Company’s existing products in the markets served by Hardie’s Fresh Foods and any intangible assets that do not qualify for separate recognition. Other Fiscal 2023 Acquisitions During the thirteen weeks ended March 31, 2023, the Company completed two other acquisitions for an aggregate purchase price of approximately $14,436, consisting of $12,221 paid in cash at closing, subject to customary working capital adjustments, and $2,215 of deferred payments. The Company will also pay additional contingent consideration, if earned, in the form of earn-out amount which could total $2,000 in the aggregate. The Company estimated the fair value of the contingent earn-out liability to be $1,300 as of March 31, 2023. 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 $4,596 will be amortized over 15 years for tax purposes. The Company reflected net sales and income before income taxes in its condensed consolidated statement of operations related to the fiscal 2023 acquisitions as follows: Thirteen Weeks Ended March 31, 2023 Net sales $ 20,207 Income before income taxes $ 1,760 Chef Middle East On November 1, 2022, pursuant to a share sale and purchase agreement, the Company acquired substantially all of the shares of Chef Middle East LLC (“CME”), a specialty food distributor with operations in the United Arab Emirates, Qatar and Oman. The purchase price was approximately $108,915, consisting of $108,749 paid in cash at closing and $166 paid upon settlement of a net working capital true-up. The measurement period adjustments recorded during the first quarter of fiscal 2023 resulted in a goodwill increase of $866, a decrease in inventories of $735 and a decrease in deferred tax liabilities of $35. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $10,000 over a two-year period. The payment of the earn-out liability is subject to the successful achievement of certain gross profit targets. The Company estimated the fair value of this contingent earn-out liability to be $7,500 as of March 31, 2023 and December 30, 2022. The Company is in the process of finalizing a valuation of tangible and intangible assets of CME as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. The goodwill recorded primarily reflects the value of acquiring an established specialty seafood and produce distributor and any intangible assets that do not qualify for separate recognition. The table below presents unaudited pro forma condensed consolidated income statement information of the Company as if the Hardie’s Fresh Foods and CME acquisitions had occurred on December 25, 2021. 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 value. CME did not have a proforma impact during the thirteen weeks ended March 31, 2023 as it was included in the condensed consolidated results of operations for the entire period. Thirteen Weeks Ended March 31, 2023 March 25, 2022 Net sales $ 773,547 $ 621,761 Income before income taxes $ 1,159 $ 7,139 The table below sets forth the preliminary purchase price allocation for the Company’s acquisitions: Chef Middle East Hardie’s Fresh Foods Other Acquisitions Current assets $ 84,076 $ 27,479 $ 9,787 Customer relationships 25,800 11,200 1,531 Trademarks 11,400 1,900 2,600 Non-compete agreements 320 — — Goodwill 24,680 14,720 4,596 Fixed assets 16,953 5,582 117 Other assets 941 854 15 Deferred tax liability (3,600) — — Right-of-use assets 5,321 13,303 3,258 Lease liabilities (5,321) (13,303) (3,258) Current liabilities (44,155) (17,235) (2,880) Earn-out liability (7,500) (6,500) (1,300) Total consideration $ 108,915 $ 38,000 $ 14,436 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence to approximate their net realizable value totaling $10,127 and $9,198 at March 31, 2023 and December 30, 2022, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment as of March 31, 2023 and December 30, 2022 consisted of the following: Useful Lives March 31, 2023 December 30, 2022 Land Indefinite $ 5,542 $ 5,542 Buildings 20 years 40,591 39,893 Machinery and equipment 5 - 10 years 38,214 32,107 Computers, data processing and other equipment 3 - 7 years 19,667 18,475 Software 3 - 7 years 48,541 42,609 Leasehold improvements 1 - 40 years 119,213 94,245 Furniture and fixtures 7 years 2,949 3,825 Vehicles 5 - 10 years 31,421 31,462 Construction-in-process 11,333 36,583 317,471 304,741 Less: accumulated depreciation and amortization (121,215) (119,013) Property and equipment, net $ 196,256 $ 185,728 Construction-in-process at March 31, 2023 related primarily to the build-out of the Company’s Miami, Richmond, CA and Gibbstown, NJ distribution facilities and at December 30, 2022 related primarily to the build-out of the Company’s Miami, Dallas and Richmond, CA distribution facilities and the implementation of the Company’s Enterprise Resource Planning system. The net book value of equipment financed under finance leases at March 31, 2023 and December 30, 2022 was $10,036 and $11,579, respectively. The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Depreciation expense $ 5,542 $ 4,415 Software amortization $ 1,469 $ 1,474 $ 7,011 $ 5,889 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 30, 2022 $ 287,120 Goodwill adjustments (1) 1,342 Acquisitions 19,316 Foreign currency translation (5) Carrying amount as of March 31, 2023 $ 307,773 (1) Reflect measurement period adjustments primarily related to net working capital true-ups of prior year acquisitions. Other intangible assets as of March 31, 2023 and December 30, 2022 consisted of the following: March 31, 2023 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 113 months $ 220,531 $ (89,038) $ 131,493 Trademarks 159 months 53,031 (17,213) 35,818 Non-compete agreements 23 months 8,899 (8,387) 512 Total $ 282,461 $ (114,638) $ 167,823 December 30, 2022 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 117 months $ 205,608 $ (85,447) $ 120,161 Trademarks 165 months 51,137 (16,201) 34,936 Non-compete agreements 25 months 8,899 (8,293) 606 Total $ 265,644 $ (109,941) $ 155,703 Amortization expense for other intangibles was $4,697 and $3,356 for the thirteen weeks ended March 31, 2023 and March 25, 2022, respectively. Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 29, 2023 and each of the next four fiscal years and thereafter is as follows: 2023 $ 18,713 2024 18,045 2025 17,901 2026 17,701 2027 17,196 Thereafter 78,267 Total $ 167,823 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of March 31, 2023 and December 30, 2022 consisted of the following: Weighted Average Effective Interest Rate at March 31, 2023 Maturity March 31, 2023 December 30, 2022 Senior secured term loans 10.32 % August 2029 $ 298,500 $ 299,250 2028 Convertible senior notes 2.77 % December 2028 287,500 287,500 2024 Convertible senior notes 2.34 % December 2024 39,684 41,684 Asset-based loan facility 7.12 % March 2027 40,000 40,000 Finance leases 5.61 % Various 14,913 11,331 Convertible unsecured note 5.00 % June 2023 4,000 4,000 Other revolving credit facilities 7.72 % April 2023 2,217 2,217 Unamortized deferred costs and premium (19,198) (20,050) Total debt obligations 667,616 665,932 Less: current installments (13,199) (12,428) Total debt obligations excluding current installments $ 654,417 $ 653,504 Maturities of the Company’s debt, excluding finance leases, for the remainder of the fiscal year ending December 29, 2023 and each of the next four fiscal years and thereafter is as follows: 2023 $ 8,467 2024 42,684 2025 3,000 2026 3,000 2027 43,000 Thereafter 571,750 Total $ 671,901 The net carry value of the Company’s convertible notes as of March 31, 2023 and December 30, 2022 was: March 31, 2023 December 30, 2022 Principal Amount Unamortized Deferred Costs and Premium Net Amount Principal Amount Unamortized Deferred Costs and Premium Net Amount 2028 Convertible Senior Notes $ 287,500 $ (6,589) $ 280,911 $ 287,500 $ (6,876) $ 280,624 2024 Convertible Senior Notes 39,684 (325) 39,359 41,684 (373) 41,311 Convertible Unsecured Note 4,000 — 4,000 4,000 — 4,000 Total $ 331,184 $ (6,914) $ 324,270 $ 333,184 $ (7,249) $ 325,935 The components of interest expense on the Company’s convertible notes were as follows: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Coupon interest $ 1,899 $ 938 Amortization of deferred costs and premium 335 224 Total interest $ 2,234 $ 1,162 As of March 31, 2023, the Company had reserved $24,170 of the asset-based loan facility for the issuance of letters of credit and funds totaling $135,830 were available for borrowing. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Awards The following table reflects the activity of RSAs during the thirteen weeks ended March 31, 2023: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 30, 2022 464,972 $ 31.74 335,425 $ 32.25 333,114 $ 30.30 Granted 197,345 32.55 713,490 33.16 87,942 28.84 Vested (161,555) 31.82 — — — — Forfeited — — — — — — Unvested at March 31, 2023 500,762 $ 32.03 1,048,915 $ 32.87 421,056 $ 30.00 The Company granted 998,777 RSAs to its employees at a weighted average grant date fair value of $32.66 during the thirteen weeks ended March 31, 2023. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up to five years. The Company recognized expense totaling $4,790 and $3,043 on its RSAs during the thirteen weeks ended March 31, 2023 and March 25, 2022, respectively. At March 31, 2023, the total unrecognized compensation cost for unvested RSAs was $37,653 and the weighted-average remaining period was approximately 2.9 years. Of this total, $13,865 related to RSAs with time-based vesting provisions and $23,788 related to RSAs with performance- and market-based vesting provisions. At March 31, 2023, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.6 years and 3.0 years, respectively. No share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of March 31, 2023, there were 1,542,375 shares available for grant under the 2019 Omnibus Equity Incentive Plan. The following table summarizes stock option activity during the thirteen weeks ended March 31, 2023: Shares Weighted Aggregate Weighted Average Outstanding December 30, 2022 112,232 $ 20.23 $ 1,465 3.2 Exercised — — Outstanding March 31, 2023 112,232 $ 20.23 $ 1,551 2.9 Exercisable at March 31, 2023 112,232 20.23 $ 1,551 2.9 In connection with the CME acquisition, the Company issued stock awards to certain members of the CME management team which were classified as liabilities. These awards vest over a period of up to four years. Stock-based compensation expense for these awards was $544 and $0 during the thirteen weeks ended March 31, 2023 and March 25, 2022, respectively. The fair value of these awards was $906 and $362 as of March 31, 2023 and December 30, 2022, respectively, and is presented within Other liabilities and deferred credits on the Company’s condensed consolidated balance sheets. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
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 31, 2023 and March 25, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate was 26.0% and 27.1% thirteen weeks ended March 31, 2023 and March 25, 2022. The effective tax rate varies from the 21% statutory rate primarily due to state taxes. The lower effective tax rate for the thirteen weeks ended March 31, 2023 was primarily driven by a greater mix of foreign earnings that are subject to tax rates below the US statutory rate of 21%. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Thirteen Weeks Ended March 31, 2023 March 25, 2022 Supplemental cash flow disclosures: Cash paid (received) for income taxes $ 2,539 $ (282) Cash paid for interest, net of cash received $ 7,366 $ 3,011 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,001 $ 6,766 Operating cash flows from finance leases $ 914 $ 1,028 Other non-cash investing and financing activities ROU assets obtained in exchange for lease liabilities: Operating leases $ 32,615 $ 8,589 Finance leases $ 2,697 $ — Warrants issued for acquisitions $ — $ 1,701 Contingent earn-out liabilities for acquisitions $ 7,800 $ — |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn May 1, 2023, the Company entered into a stock purchase agreement to acquire substantially all of the assets of Greenleaf Produce and Specialty Foods, a leading produce and specialty food distributor in Northern California. The initial purchase price was $80,000 consisting of $70,000 paid in cash at closing, subject to a customary working capital true-up, and the issuance of a $10,000 unsecured note. The unsecured note matures on April 30, 2025 and bears interest of 4.47%. The Company has not provided preliminary purchase price allocation for this acquisition as the initial accounting is incomplete. The acquisition was partially funded by a $40,000 incremental draw on the Company’s asset-based loan facility. |
Operations and Basis of Prese_2
Operations and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, Midwest and West that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily in the United States. |
Consolidation | The condensed 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 condensed consolidated financial statements and the related interim information contained within the notes to such unaudited condensed 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 condensed 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 30, 2022 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 28, 2023. The unaudited condensed 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 28, 2023, 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 and other factors, the results of operations for the thirteen weeks ended March 31, 2023 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 condensed 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 31, 2023 March 25, 2022 Center-of-the-Plate $ 306,305 42.6 % $ 238,776 46.6 % Dry Goods 122,934 17.1 % 68,796 13.4 % Pastry 89,162 12.4 % 50,395 9.8 % Cheese and Charcuterie 55,141 7.7 % 38,388 7.5 % Produce 52,999 7.4 % 57,154 11.2 % Dairy and Eggs 49,078 6.8 % 26,951 5.3 % Oils and Vinegars 28,878 4.0 % 21,025 4.1 % Kitchen Supplies 15,148 2.0 % 10,618 2.1 % Total $ 719,645 100 % $ 512,103 100 % |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 per common share: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Net income per share: Basic $ 0.04 $ 0.04 Diluted $ 0.04 $ 0.04 Weighted average common shares: Basic 37,507,093 36,935,717 Diluted 38,161,269 37,307,478 |
Schedule of reconciliation of net income (loss) per common share | Reconciliation of net income per common share: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Numerator: Net income $ 1,401 $ 1,385 Denominator: Weighted average basic common shares outstanding 37,507,093 36,935,717 Dilutive effect of unvested common shares 577,557 330,415 Dilutive effect of stock options and warrants 76,619 41,346 Weighted average diluted common shares outstanding 38,161,269 37,307,478 |
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 per common share because the effect is anti-dilutive are as follows: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Restricted share awards (“RSAs”) — 113,061 Stock options and warrants — 293,407 Convertible notes 7,483,870 4,616,033 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 30, 2022 $ 17,294 Acquisition value 7,800 Cash payments — Changes in fair value 372 Balance March 31, 2023 $ 25,466 |
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. The fair value of the Company’s 2029 Convertible Senior Notes was based on Level 1 inputs. In estimating the fair value of its 2024 Convertible Senior Notes and Convertible Unsecured Note, 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 31, 2023 December 30, 2022 Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2028 Convertible Senior Notes Level 1 $ 287,500 $ 291,813 $ 287,500 $ 292,531 2024 Convertible Senior Notes Level 3 $ 39,684 $ 40,695 $ 41,684 $ 43,723 Convertible Unsecured Note Level 3 $ 4,000 $ 4,120 $ 4,000 $ 4,345 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 condensed consolidated statement of operations related to the fiscal 2023 acquisitions as follows: Thirteen Weeks Ended March 31, 2023 Net sales $ 20,207 Income before income taxes $ 1,760 Thirteen Weeks Ended March 31, 2023 March 25, 2022 Net sales $ 773,547 $ 621,761 Income before income taxes $ 1,159 $ 7,139 |
Schedule of purchase price allocation | The table below sets forth the preliminary purchase price allocation for the Company’s acquisitions: Chef Middle East Hardie’s Fresh Foods Other Acquisitions Current assets $ 84,076 $ 27,479 $ 9,787 Customer relationships 25,800 11,200 1,531 Trademarks 11,400 1,900 2,600 Non-compete agreements 320 — — Goodwill 24,680 14,720 4,596 Fixed assets 16,953 5,582 117 Other assets 941 854 15 Deferred tax liability (3,600) — — Right-of-use assets 5,321 13,303 3,258 Lease liabilities (5,321) (13,303) (3,258) Current liabilities (44,155) (17,235) (2,880) Earn-out liability (7,500) (6,500) (1,300) Total consideration $ 108,915 $ 38,000 $ 14,436 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, leasehold improvements and software | Property and equipment as of March 31, 2023 and December 30, 2022 consisted of the following: Useful Lives March 31, 2023 December 30, 2022 Land Indefinite $ 5,542 $ 5,542 Buildings 20 years 40,591 39,893 Machinery and equipment 5 - 10 years 38,214 32,107 Computers, data processing and other equipment 3 - 7 years 19,667 18,475 Software 3 - 7 years 48,541 42,609 Leasehold improvements 1 - 40 years 119,213 94,245 Furniture and fixtures 7 years 2,949 3,825 Vehicles 5 - 10 years 31,421 31,462 Construction-in-process 11,333 36,583 317,471 304,741 Less: accumulated depreciation and amortization (121,215) (119,013) Property and equipment, net $ 196,256 $ 185,728 The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Depreciation expense $ 5,542 $ 4,415 Software amortization $ 1,469 $ 1,474 $ 7,011 $ 5,889 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 30, 2022 $ 287,120 Goodwill adjustments (1) 1,342 Acquisitions 19,316 Foreign currency translation (5) Carrying amount as of March 31, 2023 $ 307,773 |
Schedule of other intangible assets | Other intangible assets as of March 31, 2023 and December 30, 2022 consisted of the following: March 31, 2023 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 113 months $ 220,531 $ (89,038) $ 131,493 Trademarks 159 months 53,031 (17,213) 35,818 Non-compete agreements 23 months 8,899 (8,387) 512 Total $ 282,461 $ (114,638) $ 167,823 December 30, 2022 Weighted-Average Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships 117 months $ 205,608 $ (85,447) $ 120,161 Trademarks 165 months 51,137 (16,201) 34,936 Non-compete agreements 25 months 8,899 (8,293) 606 Total $ 265,644 $ (109,941) $ 155,703 |
Schedule of estimated future amortization expense | Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 29, 2023 and each of the next four fiscal years and thereafter is as follows: 2023 $ 18,713 2024 18,045 2025 17,901 2026 17,701 2027 17,196 Thereafter 78,267 Total $ 167,823 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of March 31, 2023 and December 30, 2022 consisted of the following: Weighted Average Effective Interest Rate at March 31, 2023 Maturity March 31, 2023 December 30, 2022 Senior secured term loans 10.32 % August 2029 $ 298,500 $ 299,250 2028 Convertible senior notes 2.77 % December 2028 287,500 287,500 2024 Convertible senior notes 2.34 % December 2024 39,684 41,684 Asset-based loan facility 7.12 % March 2027 40,000 40,000 Finance leases 5.61 % Various 14,913 11,331 Convertible unsecured note 5.00 % June 2023 4,000 4,000 Other revolving credit facilities 7.72 % April 2023 2,217 2,217 Unamortized deferred costs and premium (19,198) (20,050) Total debt obligations 667,616 665,932 Less: current installments (13,199) (12,428) Total debt obligations excluding current installments $ 654,417 $ 653,504 |
Schedule of debt maturities | Maturities of the Company’s debt, excluding finance leases, for the remainder of the fiscal year ending December 29, 2023 and each of the next four fiscal years and thereafter is as follows: 2023 $ 8,467 2024 42,684 2025 3,000 2026 3,000 2027 43,000 Thereafter 571,750 Total $ 671,901 |
Schedule of convertible senior notes | The net carry value of the Company’s convertible notes as of March 31, 2023 and December 30, 2022 was: March 31, 2023 December 30, 2022 Principal Amount Unamortized Deferred Costs and Premium Net Amount Principal Amount Unamortized Deferred Costs and Premium Net Amount 2028 Convertible Senior Notes $ 287,500 $ (6,589) $ 280,911 $ 287,500 $ (6,876) $ 280,624 2024 Convertible Senior Notes 39,684 (325) 39,359 41,684 (373) 41,311 Convertible Unsecured Note 4,000 — 4,000 4,000 — 4,000 Total $ 331,184 $ (6,914) $ 324,270 $ 333,184 $ (7,249) $ 325,935 |
Schedule of components of interest expense | The components of interest expense on the Company’s convertible notes were as follows: Thirteen Weeks Ended March 31, 2023 March 25, 2022 Coupon interest $ 1,899 $ 938 Amortization of deferred costs and premium 335 224 Total interest $ 2,234 $ 1,162 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Restricted Stock Awards Activity | The following table reflects the activity of RSAs during the thirteen weeks ended March 31, 2023: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 30, 2022 464,972 $ 31.74 335,425 $ 32.25 333,114 $ 30.30 Granted 197,345 32.55 713,490 33.16 87,942 28.84 Vested (161,555) 31.82 — — — — Forfeited — — — — — — Unvested at March 31, 2023 500,762 $ 32.03 1,048,915 $ 32.87 421,056 $ 30.00 |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes stock option activity during the thirteen weeks ended March 31, 2023: Shares Weighted Aggregate Weighted Average Outstanding December 30, 2022 112,232 $ 20.23 $ 1,465 3.2 Exercised — — Outstanding March 31, 2023 112,232 $ 20.23 $ 1,551 2.9 Exercisable at March 31, 2023 112,232 20.23 $ 1,551 2.9 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Thirteen Weeks Ended March 31, 2023 March 25, 2022 Supplemental cash flow disclosures: Cash paid (received) for income taxes $ 2,539 $ (282) Cash paid for interest, net of cash received $ 7,366 $ 3,011 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,001 $ 6,766 Operating cash flows from finance leases $ 914 $ 1,028 Other non-cash investing and financing activities ROU assets obtained in exchange for lease liabilities: Operating leases $ 32,615 $ 8,589 Finance leases $ 2,697 $ — Warrants issued for acquisitions $ — $ 1,701 Contingent earn-out liabilities for acquisitions $ 7,800 $ — |
Operations and Basis of Prese_3
Operations and Basis of Presentation - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 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 | 12 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | Dec. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Cost of sales | $ 549,937 | $ 394,590 | |
Asset-based loan facility | |||
Disaggregation of Revenue [Line Items] | |||
Long-term debt, maturity, year five | $ 40 | ||
Asset-based loan facility | As Reported | |||
Disaggregation of Revenue [Line Items] | |||
Long-term debt, maturity, after year five | $ 40 | ||
Customer relationships | |||
Disaggregation of Revenue [Line Items] | |||
Weighted-average remaining amortization period (in months) | 113 months | 117 months | |
Customer relationships | As Reported | |||
Disaggregation of Revenue [Line Items] | |||
Weighted-average remaining amortization period (in months) | 232 months | ||
Non-compete agreements | |||
Disaggregation of Revenue [Line Items] | |||
Weighted-average remaining amortization period (in months) | 23 months | 25 months | |
Non-compete agreements | As Reported | |||
Disaggregation of Revenue [Line Items] | |||
Weighted-average remaining amortization period (in months) | 73 months | ||
Trademarks | |||
Disaggregation of Revenue [Line Items] | |||
Weighted-average remaining amortization period (in months) | 159 months | 165 months | |
Trademarks | As Reported | |||
Disaggregation of Revenue [Line Items] | |||
Weighted-average remaining amortization period (in months) | 250 months | ||
Food Processing | |||
Disaggregation of Revenue [Line Items] | |||
Cost of sales | $ 11,674 | $ 9,036 | |
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. 31, 2023 | Mar. 25, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 719,645 | $ 512,103 |
Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 100% | 100% |
Center-of-the-Plate | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 306,305 | $ 238,776 |
Center-of-the-Plate | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 42.60% | 46.60% |
Dry Goods | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 122,934 | $ 68,796 |
Dry Goods | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 17.10% | 13.40% |
Pastry | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 89,162 | $ 50,395 |
Pastry | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 12.40% | 9.80% |
Cheese and Charcuterie | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 55,141 | $ 38,388 |
Cheese and Charcuterie | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 7.70% | 7.50% |
Produce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 52,999 | $ 57,154 |
Produce | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 7.40% | 11.20% |
Dairy and Eggs | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 49,078 | $ 26,951 |
Dairy and Eggs | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 6.80% | 5.30% |
Oils and Vinegars | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 28,878 | $ 21,025 |
Oils and Vinegars | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 4% | 4.10% |
Kitchen Supplies | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 15,148 | $ 10,618 |
Kitchen Supplies | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 2% | 2.10% |
Net Income per Share - Computat
Net Income per Share - Computation of Basic and Diluted Earnings per Share (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Net income per share: | ||
Basic (in dollars per share) | $ 0.04 | $ 0.04 |
Diluted (in dollars per share) | $ 0.04 | $ 0.04 |
Weighted average common shares: | ||
Basic (in shares) | 37,507,093 | 36,935,717 |
Diluted (in shares) | 38,161,269 | 37,307,478 |
Net Income per Share - Schedule
Net Income per Share - Schedule of Reconciliation of Earnings per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Numerator: | ||
Net income | $ 1,401 | $ 1,385 |
Denominator: | ||
Weighted average basic common shares outstanding (in shares) | 37,507,093 | 36,935,717 |
Dilutive effect of unvested common shares (in shares) | 577,557 | 330,415 |
Dilutive effect of stock options and warrants (in shares) | 76,619 | 41,346 |
Weighted average diluted common shares outstanding (in shares) | 38,161,269 | 37,307,478 |
Net Income per Share - Schedu_2
Net Income per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Restricted share awards (“RSAs”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 0 | 113,061 |
Stock options and warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 0 | 293,407 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 7,483,870 | 4,616,033 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
Fair Value Disclosures [Abstract] | ||
Long-term earn-out liabilities | $ 6,790 | $ 10,483 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 17,294 |
Acquisition value | 7,800 |
Cash payments | 0 |
Changes in fair value | 372 |
Balance at end of period | $ 25,466 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
2028 Convertible Senior Notes | Carrying Value | Level 1 | 2028 Convertible Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 287,500 | $ 287,500 |
2028 Convertible Senior Notes | Carrying Value | Level 3 | 2024 Convertible Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 39,684 | 41,684 |
2028 Convertible Senior Notes | Fair Value | Level 1 | 2028 Convertible Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 291,813 | 292,531 |
2028 Convertible Senior Notes | Fair Value | Level 3 | 2024 Convertible Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 40,695 | 43,723 |
Convertible Unsecured Note | Carrying Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 4,000 | 4,000 |
Convertible Unsecured Note | Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 4,120 | $ 4,345 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | |||||
Mar. 20, 2023 USD ($) | Nov. 01, 2022 USD ($) | Mar. 31, 2023 USD ($) acquisition | Mar. 25, 2022 USD ($) | Dec. 30, 2022 USD ($) | Dec. 28, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Number of acquisitions | acquisition | 2 | |||||
Goodwill | $ 307,773 | $ 287,120 | ||||
Goodwill adjustments | 1,342 | |||||
Professional fees | 1,243 | $ 659 | ||||
Hardie’s Fresh Foods | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 38,000 | |||||
Estimated fair value of contingent earn-out liability | $ 10,000 | |||||
Business combination, contingent consideration, liability, term | 2 years | |||||
Business combination, contingent consideration, liability | $ 6,500 | 6,500 | ||||
Total consideration | 38,000 | |||||
Goodwill | $ 14,720 | |||||
Chef Middle East | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 108,915 | |||||
Estimated fair value of contingent earn-out liability | $ 10,000 | |||||
Business combination, contingent consideration, liability, term | 2 years | |||||
Business combination, contingent consideration, liability | 7,500 | $ 7,500 | ||||
Cash amount paid | $ 108,749 | |||||
Total consideration | $ 108,915 | |||||
Goodwill | $ 24,680 | |||||
Net working capital adjustment | $ 166 | |||||
Goodwill adjustments | 866 | |||||
Inventory adjustments | (735) | |||||
Deferred tax liabilities adjustments | 35 | |||||
Other Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Estimated fair value of contingent earn-out liability | 2,000 | |||||
Business combination, contingent consideration, liability | 1,300 | |||||
Cash amount paid | 12,221 | |||||
Total consideration | 14,436 | |||||
Deferred payments | 2,215 | |||||
Goodwill | $ 4,596 |
Acquisitions - Pro Forma Consol
Acquisitions - Pro Forma Consolidated Statement of Operations Information (Details) - Other Acquisitions - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 20,207 | |
Income before income taxes | 1,760 | |
Net sales | 773,547 | $ 621,761 |
Income before income taxes | $ 1,159 | $ 7,139 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 20, 2023 | Dec. 30, 2022 | Dec. 28, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 307,773 | $ 287,120 | ||
Chef Middle East | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 84,076 | |||
Goodwill | 24,680 | |||
Fixed assets | 16,953 | |||
Other assets | 941 | |||
Deferred tax liability | (3,600) | |||
Right-of-use assets | 5,321 | |||
Lease liabilities | (5,321) | |||
Current liabilities | (44,155) | |||
Earn-out liability | (7,500) | |||
Total consideration | 108,915 | |||
Chef Middle East | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 25,800 | |||
Chef Middle East | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 11,400 | |||
Chef Middle East | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 320 | |||
Hardie’s Fresh Foods | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 27,479 | |||
Goodwill | 14,720 | |||
Fixed assets | 5,582 | |||
Other assets | 854 | |||
Deferred tax liability | 0 | |||
Right-of-use assets | 13,303 | |||
Lease liabilities | (13,303) | |||
Current liabilities | (17,235) | |||
Earn-out liability | (6,500) | |||
Total consideration | 38,000 | |||
Hardie’s Fresh Foods | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 11,200 | |||
Hardie’s Fresh Foods | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 1,900 | |||
Hardie’s Fresh Foods | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 0 | |||
Other Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Current assets | 9,787 | |||
Goodwill | 4,596 | |||
Fixed assets | 117 | |||
Other assets | 15 | |||
Deferred tax liability | 0 | |||
Right-of-use assets | 3,258 | |||
Lease liabilities | (3,258) | |||
Current liabilities | (2,880) | |||
Earn-out liability | (1,300) | |||
Total consideration | 14,436 | |||
Other Acquisitions | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 1,531 | |||
Other Acquisitions | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 2,600 | |||
Other Acquisitions | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 0 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage, excess and obsolescence | $ 10,127 | $ 9,198 |
Property and Equipment - Equipm
Property and Equipment - Equipment, Leasehold Improvements, and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 317,471 | $ 304,741 |
Less: accumulated depreciation and amortization | (121,215) | (119,013) |
Property and equipment, net | 196,256 | 185,728 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 5,542 | 5,542 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 20 years | |
Equipment, leasehold improvements and software, gross | $ 40,591 | 39,893 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 38,214 | 32,107 |
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 | $ 19,667 | 18,475 |
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 | $ 48,541 | 42,609 |
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 | $ 119,213 | 94,245 |
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 | $ 2,949 | 3,825 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 31,421 | 31,462 |
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 | $ 11,333 | $ 36,583 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Net book value of equipment | $ 196,256 | $ 185,728 |
Assets held under finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Net book value of equipment | $ 10,036 | $ 11,579 |
Property and Equipment - Compon
Property and Equipment - Components of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense and amortization | $ 7,011 | $ 5,889 |
Depreciation expense | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense and amortization | 5,542 | 4,415 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense and amortization | $ 1,469 | $ 1,474 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 287,120 |
Goodwill adjustments | 1,342 |
Acquisitions | 19,316 |
Foreign currency translation | (5) |
Ending balance | $ 307,773 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 282,461 | $ 265,644 |
Accumulated Amortization | (114,638) | (109,941) |
Net Amount | $ 167,823 | $ 155,703 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 113 months | 117 months |
Gross Carrying Amount | $ 220,531 | $ 205,608 |
Accumulated Amortization | (89,038) | (85,447) |
Net Amount | $ 131,493 | $ 120,161 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 159 months | 165 months |
Gross Carrying Amount | $ 53,031 | $ 51,137 |
Accumulated Amortization | (17,213) | (16,201) |
Net Amount | $ 35,818 | $ 34,936 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period (in months) | 23 months | 25 months |
Gross Carrying Amount | $ 8,899 | $ 8,899 |
Accumulated Amortization | (8,387) | (8,293) |
Net Amount | $ 512 | $ 606 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 4,697 | $ 3,356 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future amortization (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Estimated amortization in fiscal year: | |
2023 | $ 18,713 |
2024 | 18,045 |
2025 | 17,901 |
2026 | 17,701 |
2027 | 17,196 |
Thereafter | 78,267 |
Total | $ 167,823 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
Debt Instrument [Line Items] | ||
Finance leases | $ 14,913 | $ 11,331 |
Unamortized deferred costs and premium | (19,198) | (20,050) |
Total debt obligations | 667,616 | 665,932 |
Less: current installments | (13,199) | (12,428) |
Total debt obligations excluding current installments | $ 654,417 | 653,504 |
Finance leases, weighted-average discount rate | 5.61% | |
Other revolving credit facilities | Senior secured term loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,217 | 2,217 |
Effective interest rate | 7.72% | |
Senior secured term loans | Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 298,500 | 299,250 |
Effective interest rate | 10.32% | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 331,184 | 333,184 |
Unamortized deferred costs and premium | (6,914) | (7,249) |
Convertible Debt | 2028 Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 287,500 | 287,500 |
Unamortized deferred costs and premium | $ (6,589) | (6,876) |
Effective interest rate | 2.77% | |
Convertible Debt | 2024 Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 39,684 | 41,684 |
Unamortized deferred costs and premium | $ (325) | (373) |
Effective interest rate | 2.34% | |
Asset-based loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 40,000 | 40,000 |
Effective interest rate | 7.12% | |
Convertible unsecured note | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,000 | $ 4,000 |
Convertible unsecured debt, interest rate | 5% |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Maturities of the Company's Debt (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Long-term Debt and Lease Obligation, Including Current Maturities [Abstract] | |
2023 | $ 8,467 |
2024 | 42,684 |
2025 | 3,000 |
2026 | 3,000 |
2027 | 43,000 |
Thereafter | 571,750 |
Total | $ 671,901 |
Debt Obligations - Schedule o_3
Debt Obligations - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 30, 2022 |
Debt Instrument [Line Items] | ||
Unamortized Deferred Costs and Premium | $ (19,198) | $ (20,050) |
Total | 671,901 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal Amount | 331,184 | 333,184 |
Unamortized Deferred Costs and Premium | (6,914) | (7,249) |
Total | 324,270 | 325,935 |
Convertible Debt | 2028 Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount | 287,500 | 287,500 |
Unamortized Deferred Costs and Premium | (6,589) | (6,876) |
Total | 280,911 | 280,624 |
Convertible Debt | 2024 Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount | 39,684 | 41,684 |
Unamortized Deferred Costs and Premium | (325) | (373) |
Total | 39,359 | 41,311 |
Convertible Debt | Convertible unsecured note | ||
Debt Instrument [Line Items] | ||
Principal Amount | 4,000 | 4,000 |
Unamortized Deferred Costs and Premium | 0 | 0 |
Total | $ 4,000 | $ 4,000 |
Debt Obligations - Schedule o_4
Debt Obligations - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Debt Instrument [Line Items] | ||
Coupon interest | $ 1,899 | $ 938 |
Amortization of deferred costs and premium | 335 | 224 |
Amounts reserved for issuance of letters of credit | 24,170 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Coupon interest | 1,899 | 938 |
Amortization of deferred costs and premium | 335 | 224 |
Total interest | 2,234 | $ 1,162 |
Senior secured term loans | Asset-based loan facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, current borrowing capacity | $ 135,830 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Awards (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Time-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 464,972 |
Granted (in shares) | shares | 197,345 |
Vested (in shares) | shares | (161,555) |
Forfeited (in shares) | shares | 0 |
Unvested at ending balance (in shares) | shares | 500,762 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 31.74 |
Granted (in usd per share) | $ / shares | 32.55 |
Vested (in usd per share) | $ / shares | 31.82 |
Forfeited (in usd per share) | $ / shares | 0 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 32.03 |
Performance-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 335,425 |
Granted (in shares) | shares | 713,490 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested at ending balance (in shares) | shares | 1,048,915 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 32.25 |
Granted (in usd per share) | $ / shares | 33.16 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 32.87 |
Market-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 333,114 |
Granted (in shares) | shares | 87,942 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested at ending balance (in shares) | shares | 421,056 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 30.30 |
Granted (in usd per share) | $ / shares | 28.84 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 30 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | Dec. 30, 2022 | |
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) | 1,542,375 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | 998,777 | ||
Weighted average grant date fair value (in usd per share) | $ 32.66 | ||
Recognized expense | $ 4,790,000 | $ 3,043,000 | |
Total unrecognized compensation cost, RSAs | $ 37,653,000 | ||
Weighted average remaining term (in years) | 2 years 10 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) | 5 years | ||
Time-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | 197,345 | ||
Weighted average grant date fair value (in usd per share) | $ 32.55 | ||
Total unrecognized compensation cost, RSAs | $ 13,865,000 | ||
Weighted average remaining term (in years) | 2 years 7 months 6 days | ||
Performance-based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | 713,490 | ||
Weighted average grant date fair value (in usd per share) | $ 33.16 | ||
Total unrecognized compensation cost, RSAs | $ 23,788,000 | ||
Weighted average remaining term (in years) | 3 years | ||
Stock options and warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized expense | $ 544,000 | $ 0 | |
Share-based payment award, vested in period, fair value | $ 906,000 | $ 362,000 | |
Stock options and warrants | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 30, 2022 | |
Shares | ||
Outstanding, beginning balance (in shares) | 112,232 | |
Exercised (in shares) | 0 | |
Outstanding, ending balance (in shares) | 112,232 | 112,232 |
Exercisable, ending balance (in shares) | 112,232 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, beginning balance (in usd per share) | $ 20.23 | |
Exercised (in usd per share) | 0 | |
Outstanding, ending balance (in usd per share) | 20.23 | $ 20.23 |
Exercisable, ending balance (in usd per share) | $ 20.23 | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 1,465 | |
Outstanding, ending balance | 1,551 | $ 1,465 |
Exercisable, ending balance | $ 1,551 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Outstanding, ending balance | 2 years 10 months 24 days | 3 years 2 months 12 days |
Exercisable, ending balance | 2 years 10 months 24 days |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
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 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 25, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 26% | 27.10% |
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. 31, 2023 | Mar. 25, 2022 | |
Supplemental cash flow disclosures: | ||
Cash paid (received) for income taxes | $ 2,539 | $ (282) |
Cash paid for interest, net of cash received | 7,366 | 3,011 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 9,001 | 6,766 |
Operating cash flows from finance leases | 914 | 1,028 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | 32,615 | 8,589 |
Finance leases | 2,697 | 0 |
Warrants issued for acquisitions | 0 | 1,701 |
Contingent earn-out liabilities for acquisitions | $ 7,800 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | May 01, 2023 | Mar. 31, 2023 | Dec. 30, 2022 |
Asset-based loan facility | |||
Subsequent Event [Line Items] | |||
Long-term debt | $ 40,000 | $ 40,000 | |
Subsequent Event | Greenleaf Produce and Specialty Foods | |||
Subsequent Event [Line Items] | |||
Purchase price | $ 80,000 | ||
Cash amount paid | 70,000 | ||
Unsecured note | $ 10,000 | ||
Subsequent Event | Convertible Unsecured Note | Greenleaf Produce and Specialty Foods | |||
Subsequent Event [Line Items] | |||
Interest rate | 4.47% | ||
Subsequent Event | Asset-based loan facility | |||
Subsequent Event [Line Items] | |||
Long-term debt | $ 40,000 |