Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 29, 2024 | Apr. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 29, 2024 | |
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 $0.01 | |
Trading Symbol | CHEF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,771,675 | |
Entity Central Index Key | 0001517175 | |
Current Fiscal Year End Date | --12-27 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 42,266 | $ 49,878 |
Accounts receivable, net of allowances ($23,153 in 2024, $21,423 in 2023) | 313,098 | 334,015 |
Inventories | 271,791 | 284,528 |
Prepaid expenses and other current assets | 65,533 | 62,522 |
Total current assets | 692,688 | 730,943 |
Property and equipment, net | 250,689 | 234,793 |
Operating lease right-of-use assets | 185,425 | 192,307 |
Goodwill | 356,579 | 356,021 |
Intangible assets, net | 178,647 | 184,863 |
Other assets | 6,346 | 6,379 |
Total assets | 1,670,374 | 1,705,306 |
Current liabilities: | ||
Accounts payable | 183,003 | 200,547 |
Accrued liabilities | 63,372 | 70,728 |
Short-term operating lease liabilities | 23,280 | 24,246 |
Accrued compensation | 34,702 | 37,071 |
Current portion of long-term debt | 55,510 | 53,185 |
Total current liabilities | 359,867 | 385,777 |
Long-term debt, net of current portion | 667,290 | 664,802 |
Operating lease liabilities | 178,625 | 184,034 |
Deferred taxes, net | 14,746 | 14,418 |
Other liabilities | 2,053 | 1,603 |
Total liabilities | 1,222,581 | 1,250,634 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 29, 2024 and December 29, 2023, respectively | 0 | 0 |
Common Stock - $0.01 par value, 100,000,000 shares authorized, 39,773,355 and 39,665,796 shares issued and outstanding at March 29, 2024 and December 29, 2023, respectively | 398 | 396 |
Additional paid-in capital | 352,672 | 356,157 |
Accumulated other comprehensive loss | (2,155) | (1,832) |
Retained earnings | 101,882 | 99,951 |
Treasury stock | (5,004) | 0 |
Total stockholders’ equity | 447,793 | 454,672 |
Total liabilities and stockholders’ equity | $ 1,670,374 | $ 1,705,306 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Current assets: | ||
Accounts receivable, allowance for credit loss, current | $ (23,153) | $ (21,423) |
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) | 39,773,355 | 39,665,796 |
Common Stock, outstanding (in shares) | 39,773,355 | 39,665,796 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 874,488 | $ 719,645 |
Cost of sales | 665,052 | 549,937 |
Gross profit | 209,436 | 169,708 |
Selling, general and administrative expenses | 190,321 | 156,137 |
Other operating expenses, net | 3,112 | 1,672 |
Operating income | 16,003 | 11,899 |
Interest expense | 13,244 | 10,006 |
Income before income taxes | 2,759 | 1,893 |
Provision for income tax expense | 828 | 492 |
Net income | 1,931 | 1,401 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | (323) | 81 |
Comprehensive income | $ 1,608 | $ 1,482 |
Net income per share: | ||
Basic (in dollars per share) | $ 0.05 | $ 0.04 |
Diluted (in dollars per share) | $ 0.05 | $ 0.04 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 37,820,725 | 37,507,093 |
Diluted (in shares) | 38,626,885 | 38,161,269 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Treasury Stock |
Balance, beginning (in shares) at Dec. 30, 2022 | 38,599,390 | |||||
Treasury stock, beginning balance (in shares) at Dec. 30, 2022 | 0 | |||||
Balance, beginning at Dec. 30, 2022 | $ 401,509 | $ 386 | $ 337,947 | $ (2,185) | $ 65,361 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 1,401 | 1,401 | ||||
Stock compensation (in shares) | 0 | |||||
Stock compensation | 4,780 | $ 0 | 4,780 | |||
Cumulative translation adjustment | 81 | 81 | ||||
Common stock issued under stock plans, net of shares surrendered to pay tax withholding (in shares) | 944,741 | |||||
Common stock issued under stock plans, net of shares surrendered to pay tax withholding | (1,819) | $ 9 | (1,828) | |||
Balance, ending (in shares) at Mar. 31, 2023 | 39,544,131 | |||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 0 | |||||
Balance, ending at Mar. 31, 2023 | $ 405,952 | $ 395 | 340,899 | (2,104) | 66,762 | $ 0 |
Balance, beginning (in shares) at Dec. 29, 2023 | 39,665,796 | 39,665,796 | ||||
Treasury stock, beginning balance (in shares) at Dec. 29, 2023 | 0 | |||||
Balance, beginning at Dec. 29, 2023 | $ 454,672 | $ 396 | 356,157 | (1,832) | 99,951 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 1,931 | 1,931 | ||||
Stock compensation | 3,590 | 3,590 | ||||
Common stock repurchased (in shares) | (134,553) | |||||
Common stock repurchased | (5,004) | $ (5,004) | ||||
Exercise of stock options (in shares) | 32,454 | |||||
Exercise of stock options | 0 | $ 1 | (1) | |||
Cumulative translation adjustment | (323) | (323) | ||||
Common stock issued under stock plans, net of shares surrendered to pay tax withholding (in shares) | 75,105 | |||||
Common stock issued under stock plans, net of shares surrendered to pay tax withholding | $ (7,073) | $ 1 | (7,074) | |||
Balance, ending (in shares) at Mar. 29, 2024 | 39,773,355 | 39,773,355 | ||||
Treasury stock, ending balance (in shares) at Mar. 29, 2024 | (134,553) | |||||
Balance, ending at Mar. 29, 2024 | $ 447,793 | $ 398 | $ 352,672 | $ (2,155) | $ 101,882 | $ (5,004) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 1,931 | $ 1,401 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 9,234 | 7,011 |
Amortization of intangible assets | 6,171 | 4,697 |
Provision for allowance for doubtful accounts | 4,361 | 1,849 |
Provision for deferred income taxes | 334 | 123 |
Loss on extinguishment of debt | 289 | 0 |
Stock compensation | 4,199 | 5,334 |
Change in fair value of contingent earn-out liabilities | (613) | 372 |
Non-cash interest and other operating activities | 1,578 | 1,609 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 16,411 | 9,860 |
Inventories | 13,148 | (20,075) |
Prepaid expenses and other current assets | (454) | 1,612 |
Accounts payable, accrued liabilities and accrued compensation | (22,914) | (15,044) |
Other assets and liabilities | (2,775) | (1,010) |
Net cash provided by (used in) operating activities | 30,900 | (2,261) |
Cash flows from investing activities: | ||
Capital expenditures | (17,066) | (8,696) |
Cash paid for acquisitions, net of cash acquired | (315) | (50,937) |
Net cash used in investing activities | (17,381) | (59,633) |
Cash flows from financing activities: | ||
Payment of debt and other financing obligations | (6,750) | (3,228) |
Payment of finance leases | (1,125) | (150) |
Common stock repurchases | (5,004) | 0 |
Surrender of shares to pay withholding taxes | (7,073) | (1,763) |
Cash paid for contingent earn-out liability | (1,300) | 0 |
Net cash used in financing activities | (21,252) | (5,141) |
Effect of foreign currency on cash and cash equivalents | 121 | (23) |
Net change in cash and cash equivalents | (7,612) | (67,058) |
Cash and cash equivalents-beginning of period | 49,878 | 158,800 |
Cash and cash equivalents-end of period | $ 42,266 | $ 91,742 |
Operations and Basis of Present
Operations and Basis of Presentation | 3 Months Ended |
Mar. 29, 2024 | |
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 Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries, is a premier distributor of specialty food and center-of-the-plate products in the United States, the Middle East and Canada. The Company is focused on serving the specific needs of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year-end to the calendar year. The Company’s business consists of three operating segments: East, Midwest and West that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily in the United States. Consolidation The unaudited 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 29, 2023 filed as part of the Company’s Annual Report on Form 10-K (the “2023 Form 10-K”). 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 2023 Form 10-K, 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 29, 2024 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. 29, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition The following table presents the Company’s net sales disaggregated by principal product category: Thirteen Weeks Ended March 29, 2024 March 31, 2023 Center-of-the-Plate $ 342,936 39.2 % $ 306,305 42.6 % Specialty: Dry Goods 138,810 15.9 % 122,934 17.1 % Produce 126,125 14.4 % 52,999 7.4 % Pastry 101,868 11.6 % 89,162 12.4 % Cheese and Charcuterie 59,299 6.8 % 55,141 7.7 % Dairy and Eggs 58,126 6.6 % 49,078 6.8 % Oils and Vinegars 29,806 3.4 % 28,878 4.0 % Kitchen Supplies 17,518 2.1 % 15,148 2.0 % Total Specialty $ 531,552 60.8 % $ 413,340 57.4 % Total net sales $ 874,488 100 % $ 719,645 100 % 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. Net sales by product category includes estimates of product mix for certain locations that are not yet fully integrated into the Company’s information technology systems as of the reporting date. 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 $19,070 and $11,674 for the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively. Share Repurchases The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private market transactions. Shares purchased under the program are recorded at cost and held as treasury stock. Guidance Not Yet Adopted Improvements to Income Tax Disclosures : In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance designed to improve the transparency and usefulness of income tax disclosures. The amendments include provisions to address the consistency of the income tax rate reconciliation and requirement to disaggregate income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures. Improvements to Reportable Segment Disclosures : In November 2023, the FASB issued guidance which requires entities, including those with one reportable segment, to enhance reportable segment disclosures requirements particularly with respect to significant expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures. |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 29, 2024 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts basic net income per share for all the potentially dilutive shares outstanding during the period. The following table sets forth the computation of basic and diluted net income per common share: Thirteen Weeks Ended March 29, 2024 March 31, 2023 Net income per share: Basic $ 0.05 $ 0.04 Diluted $ 0.05 $ 0.04 Weighted average common shares: Basic 37,820,725 37,507,093 Diluted 38,626,885 38,161,269 Reconciliation of net income per common share: Thirteen Weeks Ended March 29, 2024 March 31, 2023 Numerator: Net income $ 1,931 $ 1,401 Denominator: Weighted average basic common shares outstanding 37,820,725 37,507,093 Dilutive effect of unvested common shares 756,440 577,557 Dilutive effect of stock options and warrants 49,720 76,619 Weighted average diluted common shares outstanding 38,626,885 38,161,269 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 29, 2024 March 31, 2023 Restricted share awards (“RSAs”) and restricted stock units (“RSUs”) 146,810 — Convertible notes 7,392,817 7,483,870 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 29, 2024 | |
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. The fair value of contingent consideration was predominantly 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 29, 2023 $ 9,765 Cash payments (2,000) Changes in fair value (613) Balance March 29, 2024 $ 7,152 The long-term portion of contingent earn-out liabilities were $593 and $50 as of March 29, 2024 and December 29, 2023, respectively, and are reflected as other liabilities on the Company’s condensed consolidated balance sheets. The remaining short-term portion of earn-out liabilities are reflected as accrued liabilities on the Company’s condensed consolidated balance sheets. 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 29, 2024 and December 29, 2023, 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 and its unsecured note issued in connection with the acquisition of Oakville Produce Partners, LLC (“GreenLeaf”) in fiscal 2023 (“GreenLeaf Note”). The fair value of the Company’s 2028 Convertible Senior Notes was based on Level 1 inputs. In estimating the fair value of its 2024 Convertible Senior 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. The fair value of the GreenLeaf Note was determined based upon observable market prices of similar debt instruments. March 29, 2024 December 29, 2023 Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2028 Convertible Senior Notes Level 1 $ 287,500 $ 313,914 $ 287,500 $ 277,354 2024 Convertible Senior Notes Level 3 $ 39,684 $ 41,578 $ 39,684 $ 38,609 GreenLeaf Note Level 2 $ 10,000 $ 10,177 $ 10,000 $ 9,991 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 29, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company paid approximately $315 during the thirteen weeks ended March 29, 2024 upon settlement of net working capital true-ups on prior year acquisitions, resulting in measurement period adjustments which increased goodwill by $656 and reduced prepaid expenses and other current assets by $341. The Company recognized professional fees related to acquisition activities of zero and $1,243 during the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively, presented within other operating expenses, net on the condensed consolidated statements of operations. Unaudited Pro forma Financial Information The table below presents unaudited pro forma condensed consolidated income statement information of the Company as if the GreenLeaf and Hardie’s Fresh Foods acquisitions had occurred on December 30, 2022. 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. The pro forma information also reflects additional interest expense that would have been incurred by the Company to finance the acquisitions. Pro forma interest expense was estimated based on the prevailing interest rates charged on the Company’s senior secured term loan during fiscal 2022. Thirteen Weeks Ended March 31, 2023 Net sales $ 803,488 Income before income taxes $ 2,131 |
Inventories
Inventories | 3 Months Ended |
Mar. 29, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 29, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment is net of accumulated depreciation and amortization of $146,138 and $137,008 at March 29, 2024 and December 29, 2023, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 29, 2024 | |
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 29, 2023 $ 356,021 Goodwill adjustments (1) 656 Foreign currency translation (98) Carrying amount as of March 29, 2024 $ 356,579 (1) The goodwill adjustments represent measurement period adjustments related to certain acquisitions completed in the prior year. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 29, 2024 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of March 29, 2024 and December 29, 2023 consisted of the following: Weighted Average Effective Interest Rate at March 29, 2024 Maturity March 29, 2024 December 29, 2023 Senior secured term loans 10.08 % August 2029 $ 269,500 $ 276,250 2028 Convertible senior notes 2.77 % December 2028 287,500 287,500 2024 Convertible senior notes 2.34 % December 2024 39,684 39,684 Asset-based loan facility 7.45 % March 2027 100,000 100,000 Finance leases and other financing obligations 6.25 % Various 42,121 31,892 Unamortized deferred costs and premium (16,005) (17,339) Total debt obligations 722,800 717,987 Less: current installments (55,510) (53,185) Total long-term debt $ 667,290 $ 664,802 Senior Secured Term Loan Credit Facility In March 2024, the Company entered into an eleventh amendment (“Eleventh Amendment”) to its senior secured term loan agreement, which reduced the interest rate spread on its senior secured term loan B facility. As a result of this amendment, the Company incurred a loss on debt extinguishment of $50, which represents the portion of unamortized deferred financing fees attributable to the lender that exited the loan syndicate. Arrangement fees of $775 and third-party transaction costs of $91 were expensed as incurred and included in interest expense and other operating expenses , respectively, within the Company’s condensed consolidated statements of operations. Additionally, during the thirteen weeks ended March 29, 2024, the Company made voluntary principal prepayments totaling $6,000 towards the senior secured term loan. In connection with the prepayments, the Company wrote-off unamortized deferred financing fees of $239, which are included in interest expense within the Company’s condensed consolidated statements of operations. Convertible Notes The net carrying value of the Company’s convertible senior notes as of March 29, 2024 and December 29, 2023 was: March 29, 2024 December 29, 2023 Principal Amount Unamortized Deferred Costs and Premium Net Amount Principal Amount Unamortized Deferred Costs and Premium Net Amount 2028 Notes $ 287,500 $ (5,444) $ 282,056 $ 287,500 $ (5,730) $ 281,770 2024 Notes 39,684 (139) 39,545 39,684 (185) 39,499 Total $ 327,184 $ (5,583) $ 321,601 $ 327,184 $ (5,915) $ 321,269 The components of interest expense on the Company’s convertible notes were as follows: Thirteen Weeks Ended March 29, 2024 March 31, 2023 Coupon interest $ 1,893 $ 1,899 Amortization of deferred costs and premium 333 335 Total interest $ 2,226 $ 2,234 As of March 29, 2024, the Company had reserved $27,970 of its asset-based loan facility for the issuance of letters of credit and funds totaling $162,064 were available for borrowing. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 29, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Awards The following table reflects the activity of RSAs and RSUs during the thirteen weeks ended March 29, 2024: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 29, 2023 461,752 $ 32.13 1,078,169 $ 32.88 421,056 $ 30.00 Granted 214,880 38.01 313,188 38.53 55,270 34.68 Vested (174,852) 32.28 (168,654) 32.04 (166,343) 31.43 Forfeited (1,875) 32.55 (324,717) 33.48 (3,956) 31.00 Unvested at March 29, 2024 499,905 $ 34.60 897,986 $ 34.79 306,027 $ 30.06 The Company granted 583,338 RSAs and RSUs to its employees and directors at a weighted average grant date fair value of $37.97 during the thirteen weeks ended March 29, 2024. 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 $3,590 and $4,790 on its RSAs during the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively. At March 29, 2024, the total unrecognized compensation cost for unvested RSAs was $30,463 and the weighted-average remaining period was approximately 2.2 years. Of this total, $15,195 related to RSAs with time-based vesting provisions and $15,268 related to RSAs with performance- and market-based vesting provisions. At March 29, 2024, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.1 years and 2.2 years, respectively. No share-based compensation expense has been capitalized. Share Repurchase Program In November 2023, the Company announced a two-year share repurchase program in an amount up to $100,000, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. The remaining share purchase authorization was $95,000 at March 29, 2024. The Company is not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 29, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate was 30.0% and 26.0% for the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively. The higher effective tax rate for the thirteen weeks ended March 29, 2024 is primarily due by the non-deductibility of certain compensation related items.. The effective tax rate otherwise varies from the 21% statutory rate primarily due to state taxes. The Company’s income tax provision reflects the impact of an expected income tax refund receivable of $23,301 as of March 29, 2024 which is reflected in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 29, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Thirteen Weeks Ended March 29, 2024 March 31, 2023 Supplemental cash flow disclosures: Cash paid for income taxes $ 1,522 $ 2,539 Cash paid for interest, net of cash received $ 10,403 $ 7,366 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,812 $ 9,001 Operating cash flows from finance leases $ 379 $ 914 ROU assets obtained in exchange for lease liabilities: Operating leases $ 396 $ 32,615 Finance leases $ 11,587 $ 2,697 Non-cash investing and financing activities: Contingent earn-out liabilities for acquisitions $ — $ 7,800 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income | $ 1,931 | $ 1,401 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 29, 2024 shares | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Alexandros Aldous [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During the quarterly period covered by this report, our directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act, of 1934, as amended) adopted, terminated or modified the following Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K): Name Title Type of Trading Arrangement Security Action Date of Action Duration of Trading Arrangement Aggregate Number of Securities Covered Alexandros Aldous General Counsel, Corporate Secretary & Chief Government Relations Officer Rule 10b-5 Plan to Sell Common Stock Adoption March 14, 2024 Up to March 1, 2025 25,000 Each trading arrangement reported above is subject to a number of conditions, including as to the price at which, and the timing of when, purchases and/or sales may occur, and it is possible that any trading arrangement may not result in the purchase and/or sale of any or all of the aggregate number of securities covered by such trading arrangement during the term of the trading arrangement. Additionally, these trading arrangements are subject to modification or termination in accordance with applicable law. |
Name | Alexandros Aldous |
Title | General Counsel, Corporate Secretary & Chief Government Relations Officer |
Adoption Date | March 14, 2024 |
Arrangement Duration | 352 days |
Aggregate Available | 25,000 |
Operations and Basis of Prese_2
Operations and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 29, 2024 | |
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 unaudited 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 29, 2023 filed as part of the Company’s Annual Report on Form 10-K (the “2023 Form 10-K”). 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 2023 Form 10-K, 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 29, 2024 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 | 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. Net sales by product category includes estimates of product mix for certain locations that are not yet fully integrated into the Company’s information technology systems as of the reporting date. |
Share Repurchases | The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private market transactions. Shares purchased under the program are recorded at cost and held as treasury stock. |
Guidance Not Yet Adopted | Improvements to Income Tax Disclosures : In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance designed to improve the transparency and usefulness of income tax disclosures. The amendments include provisions to address the consistency of the income tax rate reconciliation and requirement to disaggregate income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures. Improvements to Reportable Segment Disclosures : In November 2023, the FASB issued guidance which requires entities, including those with one reportable segment, to enhance reportable segment disclosures requirements particularly with respect to significant expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures. |
Net Income per Share | Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts basic net income per share for all the potentially dilutive shares outstanding during the period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
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 29, 2024 March 31, 2023 Center-of-the-Plate $ 342,936 39.2 % $ 306,305 42.6 % Specialty: Dry Goods 138,810 15.9 % 122,934 17.1 % Produce 126,125 14.4 % 52,999 7.4 % Pastry 101,868 11.6 % 89,162 12.4 % Cheese and Charcuterie 59,299 6.8 % 55,141 7.7 % Dairy and Eggs 58,126 6.6 % 49,078 6.8 % Oils and Vinegars 29,806 3.4 % 28,878 4.0 % Kitchen Supplies 17,518 2.1 % 15,148 2.0 % Total Specialty $ 531,552 60.8 % $ 413,340 57.4 % Total net sales $ 874,488 100 % $ 719,645 100 % |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
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 29, 2024 March 31, 2023 Net income per share: Basic $ 0.05 $ 0.04 Diluted $ 0.05 $ 0.04 Weighted average common shares: Basic 37,820,725 37,507,093 Diluted 38,626,885 38,161,269 |
Schedule of reconciliation of net income (loss) per common share | Reconciliation of net income per common share: Thirteen Weeks Ended March 29, 2024 March 31, 2023 Numerator: Net income $ 1,931 $ 1,401 Denominator: Weighted average basic common shares outstanding 37,820,725 37,507,093 Dilutive effect of unvested common shares 756,440 577,557 Dilutive effect of stock options and warrants 49,720 76,619 Weighted average diluted common shares outstanding 38,626,885 38,161,269 |
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 29, 2024 March 31, 2023 Restricted share awards (“RSAs”) and restricted stock units (“RSUs”) 146,810 — Convertible notes 7,392,817 7,483,870 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
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 29, 2023 $ 9,765 Cash payments (2,000) Changes in fair value (613) Balance March 29, 2024 $ 7,152 |
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 and its unsecured note issued in connection with the acquisition of Oakville Produce Partners, LLC (“GreenLeaf”) in fiscal 2023 (“GreenLeaf Note”). The fair value of the Company’s 2028 Convertible Senior Notes was based on Level 1 inputs. In estimating the fair value of its 2024 Convertible Senior 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. The fair value of the GreenLeaf Note was determined based upon observable market prices of similar debt instruments. March 29, 2024 December 29, 2023 Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 2028 Convertible Senior Notes Level 1 $ 287,500 $ 313,914 $ 287,500 $ 277,354 2024 Convertible Senior Notes Level 3 $ 39,684 $ 41,578 $ 39,684 $ 38,609 GreenLeaf Note Level 2 $ 10,000 $ 10,177 $ 10,000 $ 9,991 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of pro forma consolidated statement of operations information | The pro forma information reflects amortization and depreciation of the acquisitions at their respective fair value. The pro forma information also reflects additional interest expense that would have been incurred by the Company to finance the acquisitions. Pro forma interest expense was estimated based on the prevailing interest rates charged on the Company’s senior secured term loan during fiscal 2022. Thirteen Weeks Ended March 31, 2023 Net sales $ 803,488 Income before income taxes $ 2,131 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
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 29, 2023 $ 356,021 Goodwill adjustments (1) 656 Foreign currency translation (98) Carrying amount as of March 29, 2024 $ 356,579 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of March 29, 2024 and December 29, 2023 consisted of the following: Weighted Average Effective Interest Rate at March 29, 2024 Maturity March 29, 2024 December 29, 2023 Senior secured term loans 10.08 % August 2029 $ 269,500 $ 276,250 2028 Convertible senior notes 2.77 % December 2028 287,500 287,500 2024 Convertible senior notes 2.34 % December 2024 39,684 39,684 Asset-based loan facility 7.45 % March 2027 100,000 100,000 Finance leases and other financing obligations 6.25 % Various 42,121 31,892 Unamortized deferred costs and premium (16,005) (17,339) Total debt obligations 722,800 717,987 Less: current installments (55,510) (53,185) Total long-term debt $ 667,290 $ 664,802 |
Schedule of convertible senior notes | The net carrying value of the Company’s convertible senior notes as of March 29, 2024 and December 29, 2023 was: March 29, 2024 December 29, 2023 Principal Amount Unamortized Deferred Costs and Premium Net Amount Principal Amount Unamortized Deferred Costs and Premium Net Amount 2028 Notes $ 287,500 $ (5,444) $ 282,056 $ 287,500 $ (5,730) $ 281,770 2024 Notes 39,684 (139) 39,545 39,684 (185) 39,499 Total $ 327,184 $ (5,583) $ 321,601 $ 327,184 $ (5,915) $ 321,269 |
Schedule of components of interest expense | The components of interest expense on the Company’s convertible notes were as follows: Thirteen Weeks Ended March 29, 2024 March 31, 2023 Coupon interest $ 1,893 $ 1,899 Amortization of deferred costs and premium 333 335 Total interest $ 2,226 $ 2,234 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock awards activity | The following table reflects the activity of RSAs and RSUs during the thirteen weeks ended March 29, 2024: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 29, 2023 461,752 $ 32.13 1,078,169 $ 32.88 421,056 $ 30.00 Granted 214,880 38.01 313,188 38.53 55,270 34.68 Vested (174,852) 32.28 (168,654) 32.04 (166,343) 31.43 Forfeited (1,875) 32.55 (324,717) 33.48 (3,956) 31.00 Unvested at March 29, 2024 499,905 $ 34.60 897,986 $ 34.79 306,027 $ 30.06 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Thirteen Weeks Ended March 29, 2024 March 31, 2023 Supplemental cash flow disclosures: Cash paid for income taxes $ 1,522 $ 2,539 Cash paid for interest, net of cash received $ 10,403 $ 7,366 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,812 $ 9,001 Operating cash flows from finance leases $ 379 $ 914 ROU assets obtained in exchange for lease liabilities: Operating leases $ 396 $ 32,615 Finance leases $ 11,587 $ 2,697 Non-cash investing and financing activities: 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. 29, 2024 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 - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 874,488 | $ 719,645 |
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 | $ 342,936 | $ 306,305 |
Center-of-the-Plate | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 39.20% | 42.60% |
Total Specialty | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 531,552 | $ 413,340 |
Total Specialty | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 60.80% | 57.40% |
Dry Goods | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 138,810 | $ 122,934 |
Dry Goods | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 15.90% | 17.10% |
Produce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 126,125 | $ 52,999 |
Produce | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 14.40% | 7.40% |
Pastry | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 101,868 | $ 89,162 |
Pastry | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 11.60% | 12.40% |
Cheese and Charcuterie | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 59,299 | $ 55,141 |
Cheese and Charcuterie | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 6.80% | 7.70% |
Dairy and Eggs | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 58,126 | $ 49,078 |
Dairy and Eggs | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 6.60% | 6.80% |
Oils and Vinegars | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 29,806 | $ 28,878 |
Oils and Vinegars | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 3.40% | 4% |
Kitchen Supplies | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 17,518 | $ 15,148 |
Kitchen Supplies | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 2.10% | 2% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Cost of food processing | $ 19,070 | $ 11,674 |
Net Income per Share - Computat
Net Income per Share - Computation of Basic and Diluted Earnings per Share (Details) - $ / shares | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Net income per share: | ||
Basic (in dollars per share) | $ 0.05 | $ 0.04 |
Diluted (in dollars per share) | $ 0.05 | $ 0.04 |
Weighted average common shares: | ||
Basic (in shares) | 37,820,725 | 37,507,093 |
Diluted (in shares) | 38,626,885 | 38,161,269 |
Net Income per Share - Schedule
Net Income per Share - Schedule of Reconciliation of Earnings per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income | $ 1,931 | $ 1,401 |
Denominator: | ||
Weighted average basic common shares outstanding (in shares) | 37,820,725 | 37,507,093 |
Dilutive effect of unvested common shares (in shares) | 756,440 | 577,557 |
Dilutive effect of stock options and warrants (in shares) | 49,720 | 76,619 |
Weighted average diluted common shares outstanding (in shares) | 38,626,885 | 38,161,269 |
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. 29, 2024 | Mar. 31, 2023 | |
Restricted share awards (“RSAs”) and restricted stock units (“RSUs”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares (in shares) | 146,810 | 0 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares (in shares) | 7,392,817 | 7,483,870 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 29, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 9,765 |
Cash payments | (2,000) |
Changes in fair value | (613) |
Balance at end of period | $ 7,152 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Fair Value Disclosures [Abstract] | ||
Long-term earn-out liabilities | $ 593 | $ 50 |
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. 29, 2024 | Dec. 29, 2023 |
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 |
Senior Notes | Carrying Value | Level 3 | 2024 Convertible Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 39,684 | 39,684 |
Senior Notes | Fair Value | Level 1 | 2028 Convertible senior notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 313,914 | 277,354 |
Senior Notes | Fair Value | Level 3 | 2024 Convertible Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 41,578 | 38,609 |
Unsecured Notes | Carrying Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
GreenLeaf Note | 10,000 | 10,000 |
Unsecured Notes | Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
GreenLeaf Note | $ 10,177 | $ 9,991 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Cash paid for acquisitions, net of cash acquired | $ (315) | $ (50,937) |
Goodwill adjustments | 656 | |
Decrease in prepaid expenses and other current assets | 341 | |
Professional fees | $ 0 | $ 1,243 |
Acquisitions - Pro Forma Consol
Acquisitions - Pro Forma Consolidated Statement of Operations Information (Details) - Other Acquisitions $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 803,488 |
Income before income taxes | $ 2,131 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage, excess and obsolescence | $ 11,256 | $ 11,205 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Property, Plant and Equipment [Abstract] | ||
Accumulated depreciation and amortization | $ (146,138) | $ (137,008) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 29, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 356,021 |
Goodwill adjustments | 656 |
Foreign currency translation | (98) |
Ending balance | $ 356,579 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 29, 2024 | Mar. 31, 2023 | Dec. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Other intangible assets, net of accumulated amortization | $ (138,831) | $ (132,660) | |
Amortization expense | $ 6,171 | $ 4,697 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Debt Instrument [Line Items] | ||
Finance leases and other financing obligations, weighted-average discount rate | 6.25% | |
Finance leases and other financing obligations | $ 42,121 | $ 31,892 |
Unamortized deferred costs and premium | (16,005) | (17,339) |
Total debt obligations | 722,800 | 717,987 |
Less: current installments | (55,510) | (53,185) |
Total long-term debt | $ 667,290 | 664,802 |
Senior secured term loans | Senior secured term loans | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 10.08% | |
Long-term debt | $ 269,500 | 276,250 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 327,184 | 327,184 |
Unamortized deferred costs and premium | $ (5,583) | (5,915) |
Convertible Debt | 2028 Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 2.77% | |
Long-term debt | $ 287,500 | 287,500 |
Unamortized deferred costs and premium | $ (5,444) | (5,730) |
Convertible Debt | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 2.34% | |
Long-term debt | $ 39,684 | 39,684 |
Unamortized deferred costs and premium | $ (139) | (185) |
Asset-based loan facility | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 7.45% | |
Long-term debt | $ 100,000 | $ 100,000 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 29, 2024 | Mar. 29, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||
Loss on extinguishment of debt | $ 289 | $ 0 | |
Eleventh amendment | Senior secured term loans | |||
Debt Instrument [Line Items] | |||
Arrangement fees | $ 775 | ||
Third-party transaction costs | 91 | ||
Senior secured term loans | Senior secured term loans | |||
Debt Instrument [Line Items] | |||
Voluntary prepayment | 6,000 | ||
Unamortized deferred financing fees written off | $ 239 | $ 239 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 29, 2024 | Dec. 29, 2023 |
Debt Instrument [Line Items] | ||
Deferred Costs and Premium | $ (16,005) | $ (17,339) |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal Amount | 327,184 | 327,184 |
Deferred Costs and Premium | (5,583) | (5,915) |
Net Amount | 321,601 | 321,269 |
Convertible Debt | 2028 Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount | 287,500 | 287,500 |
Deferred Costs and Premium | (5,444) | (5,730) |
Net Amount | 282,056 | 281,770 |
Convertible Debt | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Principal Amount | 39,684 | 39,684 |
Deferred Costs and Premium | (139) | (185) |
Net Amount | $ 39,545 | $ 39,499 |
Debt Obligations - Schedule o_3
Debt Obligations - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Amounts reserved for issuance of letters of credit | $ 27,970 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Coupon interest | 1,893 | $ 1,899 |
Amortization of deferred costs and premium | 333 | 335 |
Total interest | 2,226 | $ 2,234 |
Senior secured term loans | Asset-based loan facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, current borrowing capacity | $ 162,064 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Awards (Details) | 3 Months Ended |
Mar. 29, 2024 $ / shares shares | |
Time-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 461,752 |
Granted (in shares) | shares | 214,880 |
Vested (in shares) | shares | (174,852) |
Forfeited (in shares) | shares | (1,875) |
Unvested at ending balance (in shares) | shares | 499,905 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in dollars per share) | $ / shares | $ 32.13 |
Granted (in dollars per share) | $ / shares | 38.01 |
Vested (in dollars per share) | $ / shares | 32.28 |
Forfeited (in dollars per share) | $ / shares | 32.55 |
Unvested at ending balance (in dollars per share) | $ / shares | $ 34.60 |
Performance-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 1,078,169 |
Granted (in shares) | shares | 313,188 |
Vested (in shares) | shares | (168,654) |
Forfeited (in shares) | shares | (324,717) |
Unvested at ending balance (in shares) | shares | 897,986 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in dollars per share) | $ / shares | $ 32.88 |
Granted (in dollars per share) | $ / shares | 38.53 |
Vested (in dollars per share) | $ / shares | 32.04 |
Forfeited (in dollars per share) | $ / shares | 33.48 |
Unvested at ending balance (in dollars per share) | $ / shares | $ 34.79 |
Market-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 421,056 |
Granted (in shares) | shares | 55,270 |
Vested (in shares) | shares | (166,343) |
Forfeited (in shares) | shares | (3,956) |
Unvested at ending balance (in shares) | shares | 306,027 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in dollars per share) | $ / shares | $ 30 |
Granted (in dollars per share) | $ / shares | 34.68 |
Vested (in dollars per share) | $ / shares | 31.43 |
Forfeited (in dollars per share) | $ / shares | 31 |
Unvested at ending balance (in dollars per share) | $ / shares | $ 30.06 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2023 | Mar. 29, 2024 | Mar. 31, 2023 | Dec. 29, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense, capitalized | $ 0 | |||
Share repurchase program, term | 2 years | |||
Share repurchase program, amount authorized | $ 100,000,000 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 95,000,000 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share repurchase program, amount of shares targeted to be repurchased in the next twenty four months (in shares) | $ 100,000,000 | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share repurchase program, amount of shares targeted to be repurchased in the next twenty four months (in shares) | $ 25,000,000 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 583,338 | |||
Weighted average grant date fair value (in dollars per share) | $ 37.97 | |||
Recognized expense | $ 3,590,000 | $ 4,790,000 | ||
Total unrecognized compensation cost, RSAs | $ 30,463,000 | |||
Weighted average remaining term (in years) | 2 years 2 months 12 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) | 214,880 | |||
Weighted average grant date fair value (in dollars per share) | $ 38.01 | |||
Total unrecognized compensation cost, RSAs | $ 15,195,000 | |||
Weighted average remaining term (in years) | 2 years 1 month 6 days | |||
Performance-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 313,188 | |||
Weighted average grant date fair value (in dollars per share) | $ 38.53 | |||
Total unrecognized compensation cost, RSAs | $ 15,268,000 | |||
Weighted average remaining term (in years) | 2 years 2 months 12 days |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Ownership interest in facilities owned by entities controlled by company's stockholders (as a percent) | 100% | |
Leased Distribution Facility Owned by CEO | ||
Restructuring Cost and Reserve [Line Items] | ||
Expense related to affiliate distribution facility | $ 176 | $ 123 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 30% | 26% |
Income tax refund receivable | $ 23,301 |
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. 29, 2024 | Mar. 31, 2023 | |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes | $ 1,522 | $ 2,539 |
Cash paid for interest, net of cash received | 10,403 | 7,366 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 9,812 | 9,001 |
Operating cash flows from finance leases | 379 | 914 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | 396 | 32,615 |
Finance leases | 11,587 | 2,697 |
Non-cash investing and financing activities: | ||
Contingent earn-out liabilities for acquisitions | $ 0 | $ 7,800 |