Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 29, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Chefs' Warehouse, Inc. | ||
Entity Central Index Key | 1,517,175 | ||
Current Fiscal Year End Date | --12-29 | ||
Document Period End Date | Dec. 29, 2017 | ||
Document Type | 10-K | ||
Trading Symbol | CHEF | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Amendment Flag | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 28,441,253 | ||
Entity Public Float | $ 269,159,670 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 29, 2017 | Dec. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 41,504 | $ 32,862 |
Accounts receivable, net of allowance of $8,026 in 2017 and $6,848 in 2016 | 142,170 | 128,030 |
Inventories, net | 102,083 | 87,498 |
Prepaid expenses and other current assets | 11,083 | 16,101 |
Total current assets | 296,840 | 264,491 |
Equipment and leasehold improvements, net | 68,378 | 62,183 |
Software costs, net | 6,034 | 5,927 |
Goodwill | 173,202 | 163,784 |
Intangible assets, net | 140,320 | 131,131 |
Other assets | 2,975 | 6,022 |
Total assets | 687,749 | 633,538 |
Current liabilities: | ||
Accounts payable | 70,019 | 65,514 |
Accrued liabilities | 21,871 | 17,546 |
Accrued compensation | 12,556 | 9,519 |
Current portion of long-term debt | 3,827 | 14,795 |
Total current liabilities | 108,273 | 107,374 |
Long-term debt, net of current portion | 313,995 | 317,725 |
Deferred taxes, net | 6,015 | 6,958 |
Other liabilities and deferred credits | 10,865 | 7,721 |
Total liabilities | 439,148 | 439,778 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 29, 2017 and December 30, 2016 | 0 | 0 |
Common Stock - $0.01 par value, 100,000,000 shares authorized, 28,442,208 and 26,280,469 shares issued and outstanding at December 29, 2017 and December 30, 2016, respectively | 284 | 263 |
Additional paid in capital | 166,997 | 127,180 |
Accumulated other comprehensive loss | (1,549) | (2,186) |
Retained earnings | 82,869 | 68,503 |
Total stockholders’ equity | 248,601 | 193,760 |
Total liabilities and stockholders’ equity | $ 687,749 | $ 633,538 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 29, 2017 | Dec. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 8,026 | $ 6,848 |
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) | 28,442,208 | 26,280,469 |
Common Stock, outstanding (in shares) | 28,442,208 | 26,280,469 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 1,301,520 | $ 1,192,866 | $ 1,046,878 |
Cost of sales | 972,142 | 891,649 | 778,167 |
Gross profit | 329,378 | 301,217 | 268,711 |
Operating expenses | 288,251 | 253,978 | 228,311 |
Operating income | 41,127 | 47,239 | 40,400 |
Interest expense | 22,709 | 41,632 | 12,984 |
Loss (gain) on sale of assets | 10 | (69) | (295) |
Income before income taxes | 18,408 | 5,676 | 27,711 |
Provision for income taxes | 4,042 | 2,653 | 11,502 |
Net income | 14,366 | 3,023 | 16,209 |
Other comprehensive income: | |||
Foreign currency translation adjustments | 637 | 763 | (2,256) |
Comprehensive income | $ 15,003 | $ 3,786 | $ 13,953 |
Net income per share: | |||
Basic (in dollars per share) | $ 0.55 | $ 0.12 | $ 0.63 |
Diluted (in dollars per share) | $ 0.54 | $ 0.12 | $ 0.63 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 26,118,482 | 25,919,480 | 25,532,172 |
Diluted (in shares) | 27,424,526 | 26,029,609 | 26,508,994 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance, beginning (in shares) at Dec. 26, 2014 | 25,031,267 | ||||
Balance, beginning at Dec. 26, 2014 | $ 146,794 | $ 250 | $ 97,966 | $ (693) | $ 49,271 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 16,209 | 16,209 | |||
Shares issued for acquisition (in shares) | 1,113,636 | ||||
Shares issued for acquisition | 24,689 | $ 11 | 24,678 | ||
Stock compensation (in shares) | 196,950 | ||||
Stock compensation | 3,539 | $ 2 | 3,537 | ||
Excess tax benefits on stock compensation | 81 | 81 | |||
Cumulative translation adjustment | (2,256) | (2,256) | |||
Shares surrendered to pay withholding taxes (in shares) | (51,178) | ||||
Shares surrendered to pay withholding taxes | (1,092) | (1,092) | |||
Balance, ending (in shares) at Dec. 25, 2015 | 26,290,675 | ||||
Balance, ending at Dec. 25, 2015 | 187,964 | $ 263 | 125,170 | (2,949) | 65,480 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 3,023 | 3,023 | |||
Stock compensation (in shares) | 25,895 | ||||
Stock compensation | 2,579 | $ 0 | 2,579 | ||
Cumulative translation adjustment | 763 | 763 | |||
Shares surrendered to pay withholding taxes (in shares) | (36,101) | ||||
Shares surrendered to pay withholding taxes | $ (569) | (569) | |||
Balance, ending (in shares) at Dec. 30, 2016 | 26,280,469 | 26,280,469 | |||
Balance, ending at Dec. 30, 2016 | $ 193,760 | $ 263 | 127,180 | (2,186) | 68,503 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 14,366 | 14,366 | |||
Shares issued for acquisition (in shares) | 185,442 | ||||
Shares issued for acquisition | 3,300 | $ 2 | 3,298 | ||
Stock compensation (in shares) | 110,331 | ||||
Stock compensation | 3,018 | 3,018 | |||
Public offering of common stock (in shares) | 1,900,000 | ||||
Public offering of common stock | 34,020 | $ 19 | 34,001 | ||
Cumulative translation adjustment | 637 | 637 | |||
Shares surrendered to pay withholding taxes (in shares) | (34,034) | ||||
Shares surrendered to pay withholding taxes | $ (500) | $ 0 | (500) | ||
Balance, ending (in shares) at Dec. 29, 2017 | 28,442,208 | 28,442,208 | |||
Balance, ending at Dec. 29, 2017 | $ 248,601 | $ 284 | $ 166,997 | $ (1,549) | $ 82,869 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 14,366 | $ 3,023 | $ 16,209 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 8,516 | 7,082 | 5,960 |
Amortization of intangible assets | 12,033 | 11,433 | 9,453 |
Provision for allowance for doubtful accounts | 4,061 | 3,224 | 2,909 |
Deferred rent | 285 | 1,568 | 850 |
Deferred taxes | (703) | 2,991 | (809) |
Amortization of deferred financing fees | 2,084 | 1,807 | 1,228 |
Loss on debt extinguishment | 0 | 22,310 | 0 |
Stock compensation | 3,018 | 2,579 | 3,539 |
Change in fair value of earn-outs | (579) | (10,031) | 558 |
Gain on asset disposal | 10 | (69) | (295) |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (13,611) | (2,503) | (11,055) |
Inventories | (11,783) | 7,038 | (6,109) |
Prepaid expenses and other current assets | 4,762 | (7,168) | 1,314 |
Accounts payable and accrued liabilities | 10,406 | (941) | 15,351 |
Other liabilities | (1,130) | (2,314) | (471) |
Other assets | (238) | (1,115) | (905) |
Net cash provided by operating activities | 31,497 | 38,914 | 37,727 |
Cash flows from investing activities: | |||
Capital expenditures | (12,311) | (16,623) | (21,656) |
Cash paid for acquisitions, net of cash received | (30,095) | (19,742) | (123,831) |
Proceeds from asset disposals | 0 | 550 | 16,187 |
Net cash used in investing activities | (42,406) | (35,815) | (129,300) |
Cash flows from financing activities: | |||
Proceeds from the issuance of common stock, net of issuance costs | 34,020 | 0 | 0 |
Proceeds from senior secured notes | 0 | 315,810 | 25,000 |
Payment of debt and capital lease obligations | (12,830) | (158,880) | (23,893) |
Payment for debt extinguishment | 0 | (21,219) | 0 |
Borrowing under revolving credit line | 24,000 | 33,200 | 209,982 |
Payments under revolving credit line | (24,000) | (126,582) | (116,600) |
Payment of deferred financing fees | (761) | (7,782) | (1,012) |
Cash paid for contingent earn-out obligation | (500) | (6,743) | (1,420) |
Surrender of shares to pay withholding taxes | (500) | (569) | (1,092) |
Excess tax benefits on stock compensation | 0 | 0 | 81 |
Net cash provided by financing activities | 19,429 | 27,235 | 91,046 |
Effect of foreign currency on cash and cash equivalents | 122 | 74 | (347) |
Net change in cash and cash equivalents | 8,642 | 30,408 | (874) |
Cash and cash equivalents at beginning of year | 32,862 | 2,454 | 3,328 |
Cash and cash equivalents at end of year | $ 41,504 | $ 32,862 | $ 2,454 |
Operations and Basis of Present
Operations and Basis of Presentation | 12 Months Ended |
Dec. 29, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Basis of Presentation | Operations and Basis of Presentation Description of Business and Basis of Presentation The financial statements include the consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. The consolidated statement of operations for the fiscal year ended December 30, 2016 contained a 53rd week while all other years presented contained 52 weeks. The Company operates in one reportable segment, food product distribution, which is concentrated on the East and West Coasts of the United States. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. Consolidation The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Guidance Adopted in 2017 Subsequent Measurement of Inventory : In July 2015, the Financial Accounting Standards Board (“FASB”) issued guidance to simplify the subsequent measurement of inventory. This guidance requires that inventory be measured at the lower of cost or net realizable value. The Company adopted this guidance prospectively. Adoption of this guidance did not impact the Company's consolidated financial statements. Improvements to Employee Share-Based Payment Accounting : In March 2016, the FASB issued guidance to simplify the accounting for employee share-based payments. The main provisions are to recognize excess tax benefits in the income statement rather than to additional paid-in capital, allow an entity to account for forfeitures as they occur, allow an entity to withhold employee shares up to the individual's maximum statutory tax rate without triggering liability classification of the award, present excess tax benefits as an operating cash flow and to present cash payments for employee tax withholding on vested stock awards as a financing cash flow. The guidance also requires that any unrecognized tax benefits that were not previously recognized be recorded through a cumulative-effect adjustment to retained earnings in the period in which the guidance is adopted. Upon adoption, the Company made an accounting policy election to account for forfeitures as they occur and began recognizing any excess tax benefits through current year earnings. There were no previously unrecognized tax benefits that required a cumulative-effect adjustment to retained earnings. Adoption of this guidance did not have a material impact on the Company's consolidated financial statements. Restricted Cash : In November 2016, the FASB issued guidance which includes guidance to clarify how companies present and classify restricted cash or restricted cash equivalents in the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Adoption of this guidance did not impact the consolidated financial statements as the Company does not have restricted cash. Simplifying the Test for Goodwill Impairment : In January 2017, the FASB issued guidance which simplifies goodwill impairment testing by removing Step 2 from the goodwill impairment test which required companies to assign the fair value of a reporting unit to its underlying assets and liabilities. Instead, an entity should recognize an impairment charge for the amount by which the carry amount of a reporting unit exceeds its fair value. Adoption of this guidance did not impact the Company's consolidated financial statements. Scope of Modification Accounting : In May 2017, the FASB issued guidance which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. Adoption of this guidance did not impact the consolidated financial statements as the Company did not have any share-based payment award modifications. Guidance Not Yet Adopted Revenue from Contracts with Customers : In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On August 12, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted but not before the original effective date (annual periods beginning after December 15, 2016). The Company has completed its analysis on the impact this guidance has on its customer contracts, sales incentive programs, gift card programs, information systems, business processes, and financial statement disclosures. The new revenue recognition model provides guidance on the identification of multiple performance obligations embedded within customer contracts. The Company's customer contracts include performance obligations which are satisfied as each product is delivered to the customer. Thus revenues will be recognized at a point in time. Under the new standard such performance obligations are satisfied at the point at which the Company transfers control to the customer. This is consistent with the Company's current practice of recognizing revenue upon delivery to the customer, with the exception of the Company's current practice of recognizing revenue at shipping point on direct-to-consumer sales. The impact of the change in revenue recognition timing of its direct-to-consumer sales is immaterial. The new standard includes the concept of variable consideration and requires companies to include variable consideration in the transaction price to the extent it is probable that there will not be a significant reversal in the amount of cumulative revenue recognized when the uncertainty is resolved. Although the Company's sales incentive programs fall under the scope of this new guidance, it will not have a significant impact on the amount or timing of revenue recognition. The new standard addresses current diversity in practice in regards to the derecognition of unredeemed gift card liabilities that are not subject to unclaimed property laws. The new guidance requires companies to recognize revenue on such liabilities through breakage or when the likelihood of customer redemption becomes remote. This is consistent with the Company's existing method of recognizing breakage revenue on these liabilities. The Company expects to adopt this guidance when effective using the modified retrospective approach. Under this approach, prior financial statements would not be restated and a cumulative effect adjustment, if any, will be recorded as an adjustment to retained earnings. The cumulative effect adjustment is immaterial to our financial statements. Adoption will result in expanded disclosures on revenue recognition policies, disaggregated revenues and contract liabilities. Leases : In February 2016, the FASB issued guidance to increase the transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Current GAAP does not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. This new guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company expects to adopt this guidance when effective and is in the early stages of implementation. Adoption will have a material impact on the Company's consolidated financial statements, primarily to the consolidated balance sheets and related disclosures, as a result of recognizing right-of-use assets and lease liabilities arising from its operating leases. Clarifying the Definition of a Business : In January 2017, the FASB issued guidance which clarifies whether transactions should be accounted for as acquisitions of assets or businesses. The guidance requires an entity to determine if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this criterion is met, the new guidance would define this as an asset acquisition. Furthermore, the guidance requires a business to include, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs. The guidance is effective for fiscal years beginning after December 15, 2017. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on its financial statements. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires it to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Estimates are used in determining, among other items, the allowance for doubtful accounts, reserves for inventories, self-insurance reserves for group medical insurance, workers’ compensation insurance and automobile liability insurance, future cash flows associated with impairment testing for intangible assets (including goodwill) and long-lived assets, useful lives for intangible assets, stock-based compensation, contingent earn-out liabilities and tax reserves. Actual results could differ from estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 29, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition Revenue from the sale of a product is recognized at the point at which the product is delivered to the customer. The Company grants certain customers sales incentives, such as rebates or discounts and treats these as a reduction of sales at the time the sale is 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. Cost of Sales The Company records cost of sales based upon the net purchase price paid for a product, including applicable freight charges incurred to deliver the product to the Company’s warehouse. Operating Expenses Operating expenses include the costs of facilities, product shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Shipping and handling costs included in operating expenses were $70,108 , $62,062 and $54,172 for fiscal 2017 , 2016 and 2015 , respectively. Protein processing costs included in operating expenses were $18,660 , $17,320 and $14,626 for fiscal 2017 , 2016 and 2015 , respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of less than three months to be cash equivalents. The Company periodically maintains balances at financial institutions which may exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. Accounts Receivable Accounts receivable consist of trade receivables from customers and are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined based upon a number of specific criteria, such as whether a customer has filed for or been placed into bankruptcy, has had accounts referred to outside parties for collections or has had accounts significantly past due. The allowance also covers short paid invoices the Company deems to be uncollectable as well as a portion of trade accounts receivable balances projected to become uncollectable based upon historic patterns. Inventories Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or market. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. The Company maintains reserves for slow-moving and obsolete inventories. Purchase Incentives The Company receives consideration and product purchase credits from certain vendors that the Company accounts for as a reduction of cost of sales. There are several types of cash consideration received from vendors. The purchase incentive is primarily in the form of a specified amount per pound or per case, or an amount for year-over-year growth. For the years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , the recorded purchase incentives totaled approximately $17,265 , $13,670 and $11,109 , respectively. Concentrations of Credit Risks Financial instruments that subject the Company to concentrations of credit risk consist of cash, temporary cash investments and trade receivables. The Company’s policy is to deposit its cash and temporary cash investments with major financial institutions. The Company distributes its food and related products to a customer base that consists primarily of leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. However, the Company, in certain instances, has obtained personal guarantees from certain customers. There is no significant balance with any individual customer. Equipment and Leasehold Improvements The Company records equipment and leasehold improvements at cost. Equipment that has been financed through capital leases is recorded at the present value of the minimum lease payments, which approximates cost. Equipment and leasehold improvements, including capital lease assets, are depreciated on a straight-line basis based upon estimated useful life. Software Costs The Company capitalizes certain computer software licenses and software implementation costs that are included in software costs in its consolidated balance sheets. These costs were incurred in connection with developing or obtaining computer software for internal use if it has a useful life in excess of one year, in accordance with Accounting Standards Codification (ASC) 350-40 “Internal-Use Software.” Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task that it previously did not perform. Internal use software is amortized on a straight-line basis over a three to seven year period. Capitalized costs include direct acquisitions as well as software and software development acquired under capitalized leases and internal labor where appropriate. Capitalized software purchases and related development costs, net of accumulated amortization, were $6,034 at December 29, 2017 and $5,927 at December 30, 2016 . Impairment of Long-Lived Assets Long-lived assets, other than goodwill, are reviewed for impairment in accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets ” which only requires testing whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If the net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), an additional step is performed that determines the fair value of the asset and the Company records an impairment, if any. The Company has no t recorded any impairment of long-lived assets in fiscal 2017 , 2016 or 2015 . Debt Issuance Costs Certain up-front costs associated with the Company's revolving credit facilities are capitalized and included in other non-current assets in the consolidated balance sheets. The Company had $1,284 and $1,632 of such unamortized costs as of December 29, 2017 and December 30, 2016 , respectively. Costs associated with the issuance of other debt instruments are capitalized and presented as a direct deduction from the carrying amount of the underlying debt liability. The Company had $8,027 and $8,979 of such unamortized costs as of December 29, 2017 and December 30, 2016 , respectively. These costs are amortized over the terms of the related debt instruments by the effective interest rate method. Amortization of debt issuance costs was $2,084 for the fiscal year ended December 29, 2017 , $1,807 for the fiscal year ended December 30, 2016 and $1,228 for the fiscal year ended December 25, 2015 . Intangible Assets The intangible assets recorded by the Company consist of customer relationships, covenants not to compete and trademarks which are amortized over their useful lives on a schedule that approximates the pattern in which economic benefits of the intangible assets are consumed. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow model. There have been no events or changes in circumstances during fiscal 2017 , 2016 or 2015 indicating that the carrying value of our finite-lived intangible assets are not recoverable. Goodwill Goodwill is the excess of the acquisition cost of businesses over the fair value of identifiable net assets acquired in accordance with ASC 350, “Intangibles-Goodwill and Other.” The Company has two reporting units – Protein and Specialty. For the fiscal years ended December 29, 2017 and December 30, 2016 , the Company tested goodwill for impairment using a quantitative analysis. The quantitative analysis consists of a comparison of the carrying value of the Company’s reporting units, including goodwill, to the estimated fair value of the reporting units that was determined using a discounted cash flow methodology. A goodwill impairment loss, if any, would be recognized for the amount by which the reporting unit's carrying value exceeded its fair value. There have been no events or changes in circumstances during fiscal 2017 , 2016 or 2015 indicating that goodwill may be impaired. The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections and growth rates which take into account estimated inflation rates. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. This methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The estimates that the Company uses in its discounted cash flow methodology involve many assumptions by management that are based upon future growth projections. Employee Benefit Programs The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). The Company recognized expense related to the 401(k) Plan totaling $1,172 , $1,049 and $858 , respectively, for fiscal 2017 , 2016 and 2015 . Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The Company follows certain provisions of ASC 740, “Income Taxes” which established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the tax authorities. The Company records uncertain tax positions when it is estimable and probable that such liabilities have been incurred. The Company, when required, will accrue interest and penalties related to income tax matters in income tax expense. On December 22, 2017, the President enacted H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Act”). Among other changes to the U.S. Internal Revenue Code, the Tax Act reduces the U.S. federal corporate top tax rate from 35 percent to 21 percent. The Company must remeasure its net deferred tax assets and liabilities using the Federal Tax Rate that will apply when these amounts are expected to reverse. The effect of the remeasurement is reflected entirely in the interim period that includes the enactment date and is allocated directly to income tax expense from continuing operations. Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and can be reasonably estimated. Contingent Earn-out Liabilities The Company accounts for contingent consideration relating to business combinations as a liability and an increase to goodwill at the date of the acquisition and continually remeasures the liability at each balance sheet date by recording changes in the fair value through the Consolidated Statements of Operations. The Company determines the fair value of contingent consideration based on future operating projections under various potential scenarios and weighs the probability of these outcomes. The ultimate settlement of contingent earn-out liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. Stock-Based Compensation The Company measures stock-based compensation at the grant date based on the fair value of the award. Restricted stock awards and performance share units are valued based on the fair value of the stock on the grant date. The related compensation expense is recognized over the service period on a straight-line basis. Compensation expense on performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of stock options with market conditions is determined based on a Monte-Carlo simulation in order to simulate a range of possible future stock prices for the Company's s stock. For awards subject to graded vesting, the Company ensures that the compensation expense recognized is at least equal to the vested portion of the award. Self-Insurance Reserves The Company maintains a self-insured group medical program. The program contains individual stop loss thresholds of $175 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. The Company maintains an insurance program for its automobile liability and workers' compensation insurance subject to deductibles or self-insured retentions of $350 for workers' compensation and $250 for automobile liability per occurrence. The amounts in excess of the deductibles are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. Assets and Liabilities Measured at Fair Value The Company accounts for certain assets and liabilities at fair value. The Company categorizes each of its fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities include the following: a) quoted prices for similar assets in active markets; b) quoted prices for identical or similar assets in inactive markets; c) inputs other than quoted prices that are observable for the asset; and d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset. Level 3 - Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure. |
Net Income per Share
Net Income per Share | 12 Months Ended |
Dec. 29, 2017 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share The following table sets forth the computation of basic and diluted earnings per share: Fiscal Year Ended December 29, 2017 December 30, 2016 December 25, 2015 Net income per share: Basic $ 0.55 $ 0.12 $ 0.63 Diluted $ 0.54 $ 0.12 $ 0.63 Weighted average common shares: Basic 26,118,482 25,919,480 25,532,172 Diluted 27,424,526 26,029,609 26,508,994 Reconciliation of net income per common share: Fiscal Year Ended December 29, 2017 December 30, 2016 December 25, 2015 Numerator: Net income $ 14,366 $ 3,023 $ 16,209 Add effect of dilutive securities Interest on convertible notes, net of tax 536 — 403 Adjusted net income $ 14,902 $ 3,023 $ 16,612 Denominator: Weighted average basic common shares outstanding 26,118,482 25,919,480 25,532,172 Dilutive effect of unvested common shares 68,670 110,129 79,385 Dilutive effect of convertible notes 1,237,374 — 897,437 Weighted average diluted common shares outstanding 27,424,526 26,029,609 26,508,994 Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows: Fiscal Year Ended December 29, 2017 December 30, 2016 December 25, 2015 Restricted Share Awards (RSAs) 84,511 92,812 34,526 Stock options 201,799 209,071 — Convertible subordinated notes — 1,237,374 — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 29, 2017 | |
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 are reflected as accrued liabilities and other liabilities and deferred credits on the balance sheet. 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. The following table presents the changes in Level 3 contingent earn-out liabilities: Allen Brothers Del Monte MT Food Fells Point Total Balance December 25, 2015 $ 4,344 $ 13,792 $ — $ — $ 18,136 Opening liability — — 500 — 500 Gain on settlement (1,684 ) — — — (1,684 ) Payments (2,660 ) (4,083 ) — — (6,743 ) Changes in fair value — (8,347 ) — — (8,347 ) Balance December 30, 2016 — 1,362 500 — 1,862 Opening liability — — — 4,445 4,445 Payments — — (500 ) — (500 ) Changes in fair value — (713 ) — 134 (579 ) Balance December 29, 2017 $ — $ 649 $ — $ 4,579 $ 5,228 Changes in fair value and gain on settlement are included in operating expenses within our consolidated statements of operations. Fair Value of Financial Instruments The carrying amounts reported in the Company’s consolidated balance sheets for accounts receivable and accounts payable approximate fair value, due to the immediate to short-term nature of these financial instruments. The fair values of the revolving credit facility and term loan approximated their book values as of December 29, 2017 and December 30, 2016 as these instruments had variable interest rates that reflected current market rates available to the Company. The fair value of these debt instruments were estimated using Level 3 inputs. The following tables presents the carrying value and fair value of the Company’s convertible subordinated notes (more fully described in Note 9). In estimating the fair value of these convertible secured 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. December 29, 2017 December 30, 2016 Carrying Value Fair Value Carrying Value Fair Value Convertible Secured Notes $ 36,750 $ 38,091 $ 36,750 $ 35,557 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 29, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. Results of operations are included in the Company’s financial statements from the date of acquisition. For the acquisitions noted below, the Company used the income approach to determine the fair value of the customer relationships, the relief from royalty method to determine the fair value of trademarks and the comparison of economic income using the with/without approach to determine the fair value of non-compete agreements. The Company used Level 3 inputs to determine the fair value of all these intangible assets. Fells Point On August 25, 2017 , the Company entered into an asset purchase agreement to acquire substantially all of the assets of Fells Point, a specialty protein manufacturer and distributor based in the metro Baltimore and Washington DC area. The aggregate purchase price for the transaction at acquisition date was approximately $33,022 , including the impact of an initial net working capital adjustment which is subject to a post-closing working capital adjustment true up. Approximately $29,722 was paid in cash at closing and the remaining $3,300 consisted of 185,442 shares of the Company's common stock. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total approximately $12,000 . The payment of the earn-out liability is subject to the successful achievement of annual Adjusted EBITDA targets for the Fells Point business over a period of four years following closing. At December 29, 2017 and August 25, 2017 , the Company estimated the fair value of this contingent earn-out liability to be $4,579 and $4,445 , respectively. The Company is in the process of finalizing a valuation of the tangible and intangible assets of Fells Point as of the acquisition date. These assets will be valued at fair value using Level 3 inputs. Customer lists, trademarks, and non-compete agreements are expected to be amortized over 15 , 20 and 6 years , respectively. Goodwill for the Fells Point acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established meat processor to grow the Company's protein business in the Northeast and Mid Atlantic regions, as well as any intangible assets that do not qualify for separate recognition. During the fiscal year ended December 29, 2017 , the Company recognized professional fees of $168 in operating expenses related to the Fells Point acquisition. On August 25, 2017 , the Company entered into a five -year lease for a warehouse facility located in Baltimore, MD that is owned by the former owners of Fells Point, some of whom are current employees. The Company paid rent of $86 during the year ended December 29, 2017 . For the year ended December 29, 2017 , the Company reflected net sales and income before taxes of $22,583 and $1,604 , respectively, for Fells Point in its consolidated statement of operations. The table below presents unaudited pro forma consolidated income statement information of the Company for the year ended December 29, 2017 and December 30, 2016 as if Fells Point acquisition had occurred at December 26, 2015. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisition. The pro forma information is not necessarily indicative of the Company’s results of operations had the Fells Point acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the Fells Point acquisition, any incremental costs for Fells Point transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information reflects amortization and depreciation of the Fells Point acquisition at their respective fair values based on available information and the estimated change in the fair value of the earn-out liability due to accretion. Fiscal Year Ended (unaudited) December 29, 2017 December 30, 2016 Net sales $ 1,340,820 $ 1,252,293 Income before income taxes 20,130 9,492 MT Food On June 27, 2016 , the Company acquired substantially all of the assets of MT Food, based in Chicago, Illinois. Founded in the mid 1990's, MT Food is a wholesale distributor of dairy, produce, specialty and grocery items in the metro Chicago area. The purchase price for the transaction was $21,500 , of which, $21,000 was paid in cash at closing with an additional $500 payable eighteen months after the closing date. The aggregate purchase price paid by the Company was paid through cash-on-hand and the proceeds from a draw down on its delayed draw term loan facility. During the second quarter of fiscal 2017, the Company paid an earn-out of $500 to the former owners. During the second quarter of 2017, the Company obtained additional information related to the fair value of intangible assets, deferred taxes, inventories, accounts receivable acquired and liabilities owed. As a result, the Company recorded a measurement period adjustment resulting in a net increase in goodwill of $3,418 and a decrease in customer relationships of $2,700 . The Company has finalized a valuation of the tangible and intangible assets of MT Food as of the acquisition date. These assets are valued at fair value using Level 3 inputs. Customer relationships are being amortized over 15 years . Goodwill for the MT Food acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established distributor to leverage the Company’s existing products and distribution center in the markets served by MT Food, as well as any intangible assets that do not qualify for separate recognition. The table below sets forth the purchase price allocation of the Fells Point and MT Food acquisitions: Fells Point MT Food Current assets (includes cash acquired) $ 6,971 $ 6,132 Customer relationships 15,100 7,600 Trademarks 8,100 — Non-compete agreement 400 — Goodwill 5,732 11,976 Fixed assets 2,459 261 Current liabilities (1,295 ) (3,969 ) Earn-out liability (4,445 ) (500 ) Total consideration $ 33,022 $ 21,500 The Company occasionally makes small tuck-in acquisitions that are immaterial, both individually and in the aggregate. Therefore, the gross increases in goodwill and intangible assets per the above table may not agree to the gross increases of these assets as shown in Note 8 “Goodwill and Other Intangible Assets.” |
Inventories
Inventories | 12 Months Ended |
Dec. 29, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of finished product. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. Inventory is reflected net of reserves for shrinkage and obsolescence totaling $1,934 and $2,122 at December 29, 2017 and December 30, 2016 , respectively. |
Equipment and Leasehold Improve
Equipment and Leasehold Improvements | 12 Months Ended |
Dec. 29, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements Equipment and leasehold improvements as of December 29, 2017 and December 30, 2016 consisted of the following: Useful Lives December 29, 2017 December 30, 2016 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,292 1,292 Machinery and equipment 5-10 years 16,183 13,404 Computers, data processing and other equipment 3-7 years 9,924 9,367 Leasehold improvements 7-22 years 53,653 47,971 Furniture and fixtures 7 years 3,100 3,011 Vehicles 5-7 years 2,570 2,445 Other 7 years 95 95 Construction-in-process 15,030 11,359 103,017 90,114 Less: accumulated depreciation and amortization (34,639 ) (27,931 ) Equipment and leasehold improvements, net $ 68,378 $ 62,183 Construction-in-process at December 29, 2017 consists primarily of the implementation of the Company’s Enterprise Resource Planning (“ERP”) system and the build out of the Company's distribution center in Union City, CA. The build out of the Company's Union City distribution center is expected to be completed during the first quarter of fiscal 2018 and the roll-out of the ERP system is expected to continue through 2019. The Company expects the cost to complete these projects to be approximately $3,200 . Construction-in-process at December 30, 2016 related primarily to the implementation of the Company’s ERP system. The Company had $530 and $506 of equipment and vehicles financed by capital leases at December 29, 2017 and December 30, 2016 , respectively. The Company recorded depreciation of $64 , $71 and $96 on these assets for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. Depreciation expense, excluding capital leases, was $6,644 , $5,679 and $4,536 for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. Amortization expense on software was $1,808 , $1,332 and $1,328 for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. During the years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , the Company incurred interest expense of $22,709 , $41,632 and $12,984 , respectively. The Company capitalized interest expense of $0 , $0 and $739 , respectively, during the same periods. Capitalized interest is related to the build outs of the new distribution facilities in Bronx, NY and Las Vegas, NV. On September 26, 2016, the Company sold a parcel of land it owned in Las Vegas, for total cash consideration of $550 . The Company recognized a pre-tax gain of $113 on the sale. On June 30, 2015, the Company closed on a sale-leaseback transaction of its new Las Vegas, NV distribution facility. The property was sold for $14,645 , which approximated its cost. The related ongoing lease will be accounted for as an operating lease by the Company. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 29, 2017 | |
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 25, 2015 $ 155,816 Goodwill adjustments (614 ) Business combination 8,559 Foreign currency translation 23 Carrying amount as of December 30, 2016 163,784 Goodwill adjustments 3,418 Business combinations 5,946 Foreign currency translation 54 Carrying amount as of December 29, 2017 $ 173,202 The goodwill adjustments during the fiscal year ended December 29, 2017 relate to the MT Food acquisition (see Note 5). Other intangible assets consist of customer relationships being amortized over a period ranging from four to twenty years, trademarks being amortized over a period of one to forty years, and non-compete agreements being amortized over a period of two to six years. Other intangible assets as of December 29, 2017 and December 30, 2016 consisted of the following: Weighted-Average Gross Accumulated Net Amount December 29, 2017 Customer relationships 145 months $ 117,006 $ (27,704 ) $ 89,302 Non-compete agreements 43 months 7,566 (6,946 ) 620 Trademarks 221 months 60,734 (10,336 ) 50,398 Total $ 185,306 $ (44,986 ) $ 140,320 December 30, 2016 Customer relationships 151 months $ 104,381 $ (19,981 ) $ 84,400 Non-compete agreements 14 months 7,166 (5,587 ) 1,579 Trademarks 231 months 52,574 (7,422 ) 45,152 Total $ 164,121 $ (32,990 ) $ 131,131 Amortization expense for other intangibles was $12,033 , $11,433 and $9,453 for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. As of December 29, 2017 , estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows: 2018 $ 11,938 2019 11,300 2020 11,027 2021 11,027 2022 10,247 Thereafter 84,781 Total $ 140,320 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 29, 2017 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of December 29, 2017 and December 30, 2016 consisted of the following: December 29, 2017 December 30, 2016 Senior secured term loan $ 288,435 $ 291,613 Convertible notes 36,750 36,750 New Markets Tax Credit loan — 11,000 Capital leases and financed software 664 2,136 Deferred finance fees and original issue discount (8,027 ) (8,979 ) Total debt obligations 317,822 332,520 Less: current installments (3,827 ) (14,795 ) Total debt obligations excluding current installments $ 313,995 $ 317,725 Maturities of the Company’s debt for each of the next five years and thereafter at December 29, 2017 is as follows: 2018 $ 3,827 2019 3,184 2020 3,184 2021 39,934 2022 275,720 Thereafter — Total $ 325,849 Senior Secured Term Loan Credit Facility On June 22, 2016 , the Company refinanced its debt structure by entering into a credit agreement (the “Term Loan Credit Agreement”) with a group of lenders for which Jefferies Finance LLC (“Jefferies”) acts as administrative agent and collateral agent. The Company used the proceeds to pay off its revolving credit facility, its previous term loan, and its senior secured notes. The Term Loan Credit Agreement provides for a senior secured term loan B facility (the “Term Loan Facility”) in an aggregate amount of $305,000 with a $50,000 six -month delayed draw term loan facility (the “DDTL”; the loans outstanding under the Term Loan Facility (including the DDTL), the “Term Loans”). Additionally, the Term Loan Facility includes an accordion which permits the Company to request that the lenders extend additional Term Loans in an aggregate principal amount of up to $50,000 (less the aggregate amount of certain indebtedness incurred to finance acquisitions) plus an unlimited amount subject to the Company’s Total Leverage Ratio not exceeding 4.90 :1.00 on a pro forma basis. Borrowings under the Term Loan Facility were used to repay the Company’s senior secured notes, as well as the prior term loan and revolving credit facility. Remaining funds will be used for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. On June 27, 2016 , the Company drew $14,000 from the DDTL to help pay for the MT Food acquisition. On September 14, 2016 , the Company entered into an amendment to the Term Loan Credit Agreement under which the remaining portion of the DDTL was terminated, the Company’s interest rate schedule was modified and the Company repaid $25,000 of the outstanding balance of the Term Loans. On December 13, 2017 , the Company completed a repricing of the Term Loan Facility to reduce the Applicable Rate (as defined in the Term Loan Credit Agreement) from 475 basis points to 400 basis points over LIBOR. In connection with the repricing, the Company paid debt financing costs of $761 which were capitalized as deferred financing charges. The interest rate on this facility at December 29, 2017 was 5.57% . The final maturity of the Term Loan Facility is June 22, 2022 . Subject to adjustment for prepayments, the Company is required to make quarterly amortization payments on the Term Loans in an amount equal to 0.25% of the aggregate principal amount of the Term Loans. The interest rates per annum applicable to Term Loans, will be, at the co-borrowers’ option, equal to either a base rate or an adjusted LIBOR rate for one, two, three, six or (if consented to by the lenders) twelve-month interest periods chosen by the Company, in each case plus an applicable margin percentage. The Term Loan Facility contains customary affirmative covenants, negative covenants (including restrictions, subject to customary exceptions, on incurring debt or liens, paying dividends, repaying payment subordinated and junior lien debt, disposing assets, and making investments and acquisitions), and events of default for a term loan B facility of this type, as more particularly described in the Term Loan Credit Agreement. As of December 29, 2017 , the Company was in compliance with all debt covenants under the Term Loan Facility. Asset Based Loan Facility On June 22, 2016 , the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders for which JPMorgan Chase Bank, N.A., acts as administrative agent and collateral agent. The ABL Credit Agreement provides for an asset based loan facility (the “ABL Facility”) in the aggregate amount of up to $75,000 . Availability under the ABL Facility will be limited to a borrowing base consisting of the difference of (a) the lesser of: (i) the aggregate amount of commitments or (ii) the sum of specified percentages of eligible receivables and eligible inventory, minus certain availability reserves minus (b) outstanding borrowings. The co-borrowers under the ABL Facility are entitled on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the ABL Facility in an aggregate principal amount of up to $25,000 . The ABL Facility matures on June 22, 2021 . The interest rates per annum applicable to loans, other than swingline loans, under the ABL Credit Facility will be, at the co-borrowers’ option, equal to either a base rate or an adjusted LIBOR rate for one, two, three, six or (if consented to by the lenders) twelve-month, interest periods chosen by the Company, in each case plus an applicable margin percentage. The Company will pay certain recurring fees with respect to the ABL Facility, including fees on the unused commitments of the lenders. The ABL Facility contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. The ABL Facility will require compliance with a minimum consolidated fixed charge coverage ratio of 1 :1 if the amount of availability under the ABL Facility falls below a specified dollar amount or percentage of the borrowing base. There were no outstanding balances under the ABL Facility as of December 29, 2017 . Borrowings under the ABL Facility will be used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. As of December 29, 2017 , the Company was in compliance with all debt covenants and the Company had reserved $10,195 of the ABL facility for the issuance of letters of credit. As of December 29, 2017 , funds totaling $64,805 were available for borrowing under the ABL facility. New Markets Tax Credit Loan On April 26, 2012, Dairyland HP LLC (“DHP”), an indirectly wholly-owned subsidiary of the Company, entered into a financing arrangement under the New Markets Tax Credit (“NMTC”) program under the Internal Revenue Code of 1986, as amended, pursuant to which a subsidiary of Chase, provided to DHP an $11,000 construction loan (the “NMTC Loan”) to help fund DHPs expansion and build-out of the Bronx, New York facility and the rail shed located at that facility, which construction is required under the facility lease agreement. Borrowings under the NMTC Loan are secured by a first priority secured lien on DHPs leasehold interest in the Bronx, New York facility, including all improvements made on the premises, as well as, among other things, a lien on all fixtures incorporated into the project improvements. Under the NMTC Loan, DHP is obligated to pay (i) monthly interest payments on the principal balance then outstanding and (ii) the entire unpaid principal balance then due and owing on April 26, 2017. So long as DHP is not in default, interest accrues on borrowings at 1.00% per annum. The Company may prepay the NMTC Loan, in whole or in part, in $100 increments. DHP was in compliance with all debt covenants under the NMTC Loan during all periods presented. The loan matured on April 26, 2017 and was repaid in full, including all accrued interest, for $11,009 , of which, $8,070 was paid in cash and $2,939 was paid from the associated sinking fund. Convertible Subordinated Notes On April 6, 2015, the Company issued $36,750 principal amount of convertible subordinated notes with a six -year maturity bearing interest at 2.5% and a conversion price of $29.70 per share (the “Convertible Subordinated Notes”) to certain of the Del Monte entities as partial consideration in the Del Monte acquisition. The holders of the Convertible Subordinated Notes may, in certain instances beginning one year after issuance, redeem the Convertible Subordinated Notes for cash or shares of the Company’s common stock. Moreover, the Company may pay the outstanding principal amount due and owing under the Convertible Subordinated Notes at maturity in either cash or shares of the Company’s common stock. The Convertible Subordinated Notes, which are subordinate to the Company’s and its subsidiaries’ senior debt, are convertible into shares of the Company’s common stock by the holders at any time at a conversion price of $29.70 . The Company incurred interest expense of $919 during the years ended December 29, 2017 and December 30, 2016 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 29, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On December 19, 2017 , we completed a public offering of 1,900,000 shares of our common stock which resulted in net proceeds to us of approximately $34,020 after deducting underwriters’ fees, commissions and transaction expenses. Equity Incentive Plan The Company has adopted the 2011 Omnibus Equity Incentive Plan (the “Equity Plan”). The purpose of the Equity Plan is to promote the interests of the Company and its stockholders by (i) attracting and retaining key officers, employees and directors; (ii) motivating such individuals by means of performance related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and its stockholders. The Equity Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors and allows for the issuance of stock options, stock appreciation rights (“SARs”), restricted share awards (“RSAs”), restricted share units, performance awards, or other stock-based awards. Stock option exercise prices are fixed by the Committee but shall not be less than the fair market value of a common share on the date of the grant of the option, except in the case of substitute awards. Similarly, the grant price of an SAR may not be less than the fair market value of a common share on the date of the grant. The Committee will determine the expiration date of each stock option and SAR, but in no case shall the stock option or SAR be exercisable after the expiration of ten years from the date of the grant. The Company plans to issue new shares upon exercise of any stock options. The Equity Plan provided 1,750,000 shares available for grant, of which no more than 1,000,000 could be for Incentive Stock Options. As of December 29, 2017 , there were 553,708 shares available for grant. Stock compensation expense was $3,018 , $2,579 and $3,539 for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. The related tax benefit for stock-based compensation was $1,283 , $1,469 and $588 for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. The following table reflects the activity of RSAs during the fiscal years ended December 29, 2017 and December 30, 2016 : Shares Weighted Average Grant Date Fair Value Unvested at December 25, 2015 418,604 $ 18.54 Granted 214,274 17.75 Vested (108,400 ) 18.00 Forfeited (190,425 ) 16.82 Unvested at December 30, 2016 334,053 $ 18.69 Granted 207,871 14.84 Vested (116,442 ) 18.36 Forfeited (95,721 ) 17.73 Unvested at December 29, 2017 329,761 $ 16.69 The fair value of RSAs vested during the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , were $1,703 , $1,779 and $3,110 , respectively. At December 29, 2017 , the Company had 329,761 of unvested RSAs outstanding. At December 29, 2017 , the total unrecognized compensation cost for these unvested RSAs was $3,823 to be recognized over a weighted-average period of approximately 25 months . Of this total, $2,646 related to RSAs with time-based vesting provisions and $1,177 related to RSAs with performance-based vesting provisions. At December 29, 2017 , unrecognized compensation cost was to be recognized over a weighted-average period of approximately 26 months for time-based vesting RSAs and 24 months for the performance-based vesting RSAs. The following table summarizes stock option activity during the fiscal years ended December 29, 2017 and December 30, 2016 : Shares Weighted Aggregate Weighted Average Outstanding December 25, 2015 — $ — $ — 0 Granted 259,577 20.23 Exercised — — Forfeited (50,506 ) 20.23 Outstanding December 30, 2016 209,071 $ 20.23 $ — 9.2 Granted — — Exercised — — Forfeited (17,263 ) 20.23 Outstanding December 29, 2017 191,808 $ 20.23 $ 33 8.2 Exercisable at December 29, 2017 — — $ — 0 During March 2016, the Company granted 259,577 non-qualified stock options with market condition provisions to its employees at an exercise price of $20.23 and a weighted average grant date fair value of $9.44 using the following key assumptions: 2016 Market Stock Options Expected volatility of common stock (based on our historical stock price) 42.8 % Risk-free interest rate (based on U.S. Treasury yields on the date of grant) 1.91 % Expected term (median years until the simulated stock price exceeds target) 1.38 These awards vest over a period of three years and require the Company’s stock to trade at or above $30 per share for twenty consecutive days within four years of issuance to meet the market condition threshold. The Company recognized expense of $557 and $559 on these options during fiscal year ended December 29, 2017 and December 30, 2016 , respectively. At December 29, 2017 , the total unrecognized compensation cost for these options was $715 to be recognized over a weighted-average period of approximately 14 months . The Company has not granted stock options prior to fiscal 2016. No compensation expense related to the Company’s RSAs or stock options has been capitalized. |
Leases
Leases | 12 Months Ended |
Dec. 29, 2017 | |
Leases [Abstract] | |
Leases | Leases The Company leases various warehouse and office facilities and certain vehicles and equipment under long-term operating lease agreements that expire at various dates, with related parties and with others. See Note 15 for additional discussion of related party transactions. The Company records operating lease costs, including any determinable rent increases, on a straight-line basis over the lease term. As of December 29, 2017 , the Company is obligated under non-cancelable operating lease agreements to make future minimum lease payments as follows: Related Party Real Estate Third Party Real Estate Third Party Vehicles Third Party Other Total 2018 $ 1,230 $ 7,812 $ 10,312 $ 1,477 $ 20,831 2019 1,250 6,885 9,283 1,110 18,528 2020 1,270 7,271 7,843 467 16,851 2021 1,290 6,834 6,169 251 14,544 2022 1,224 6,504 4,632 84 12,444 Thereafter 2,153 36,822 2,945 — 41,920 Total minimum lease payments $ 8,417 $ 72,128 $ 41,184 $ 3,389 $ 125,118 Total rent expense for operating leases for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 was $26,678 , $24,202 and $20,199 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 : December 29, 2017 December 30, 2016 December 25, 2015 Current income tax expense (benefit): Federal $ 3,342 $ (491 ) $ 9,538 State 1,403 153 2,773 Total current income tax expense (benefit) 4,745 (338 ) 12,311 Deferred income tax expense (benefit): Federal (1,059 ) 2,441 (725 ) Foreign 215 49 19 State 141 501 (103 ) Total deferred income tax expense (benefit) (703 ) 2,991 (809 ) Total income tax expense $ 4,042 $ 2,653 $ 11,502 Income tax expense for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 differed from amounts computed using the statutory federal income tax rate due to the following reasons: December 29, 2017 December 30, 2016 December 25, 2015 Statutory U.S. Federal tax $ 6,443 $ 1,987 $ 9,700 Differences due to: State and local taxes, net of federal benefit 1,112 470 1,728 Foreign tax rate differential (82 ) (168 ) (63 ) Impact of the Tax Act (3,573 ) — — Other 142 364 137 Income tax expense $ 4,042 $ 2,653 $ 11,502 Deferred tax assets and liabilities at December 29, 2017 and December 30, 2016 consist of the following: December 29, 2017 December 30, 2016 Deferred tax assets: Receivables and inventory $ 3,969 $ 5,230 Accrued expenses 1,542 2,122 Self-insurance reserves 2,179 2,515 Net operating loss carryforwards 1,191 2,498 Stock compensation 1,017 1,122 Other 1,696 1,213 Total deferred tax assets 11,594 14,700 Deferred tax liabilities: Property & equipment (1,701 ) (1,759 ) Intangible assets (10,784 ) (12,962 ) Contingent earn-out liabilities (3,646 ) (5,020 ) Prepaid expenses and other (1,189 ) (1,917 ) Total deferred tax liabilities (17,320 ) (21,658 ) Valuation allowance (289 ) — Total net deferred tax liability $ (6,015 ) $ (6,958 ) As of December 29, 2017 , the Company completed its accounting for the impacts of the Tax Act and recognized an income tax benefit of $3,573 in the fiscal quarter ended December 29, 2017 due to the remeasurement of the Company's deferred tax assets and liabilities. The Company's effective income tax rate for fiscal 2017 would have been 41.4% exclusive of the impact of the Tax Act. The Company's actual effective income tax rate for fiscal 2017 was 22.0% . The deferred tax provision results from the effects of net changes during the year in deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company files income tax returns in the U.S. Federal and various state and local jurisdictions as well as the Canadian Federal and provincial districts. For Federal income tax purposes, the 2014 through 2017 tax years remain open for examination by the tax authorities under the normal three -year statute of limitations and the fact that we have not yet filed our tax return for 2017 . For state tax purposes, the 2013 through 2017 tax years remain open for examination by the tax authorities under a four -year statute of limitations. The Company records interest and penalties, if any, in income tax expense. At December 29, 2017 , the Company recognized a valuation allowance of $289 which consisted of a full valuation allowance on its Canada net operating loss carryforward of $593 because it is not expected to be realizable in the future offset by a reduction in deferred tax liabilities related to finite-lived intangible assets acquired from Qzina in 2013. For financial reporting purposes, net loss from operations before income taxes for our foreign subsidiaries was $691 , $154 and $209 for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. We had no foreign operations prior to fiscal 2013. It is our intention to indefinitely reinvest any earnings, therefore no U.S. taxes have been provided for these amounts. The amount of foreign accumulated earnings that have been permanently reinvested is immaterial. As of December 29, 2017 and December 30, 2016 , the Company did not have any uncertain tax positions. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 29, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information December 29, 2017 December 30, 2016 December 25, 2015 Cash paid for income taxes, net of cash received $ 333 $ 6,368 $ 11,047 Cash paid for interest, net of loss on debt extinguishment $ 20,796 $ 17,790 $ 11,462 Non-cash financing activity: Sinking funds used to retire debt $ 2,939 $ — $ — Non-cash investing activity: Common stock issued for acquisitions $ 3,300 $ — $ 24,689 Convertible notes issued for acquisitions $ — $ — $ 36,750 Acquisition purchase price payable $ — $ 500 $ — Contingent earn-out liabilities for acquisitions $ 4,445 $ 500 $ 13,139 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 29, 2017 | |
Defined Contribution Plan [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Employee Tax-Deferred Savings Plan The Company offers a 401(k) Plan to all full-time employees that provides for tax-deferred salary deductions for eligible employees. Employees may choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service. Beginning in 2013 , the Company provided discretionary matching contributions equal to 50 percent of the employee’s contribution amount, up to a maximum of six percent of the employee’s annual salary, capped at $2.5 per associate per year. Matching contributions begin vesting after two years and are fully vested after six . Employee contributions are fully vested when made. Under the 401(k) Plan there is no option available to the employee to receive or purchase the Company’s common stock. Matching contributions under the 401(k) Plan were $1,172 for fiscal 2017 , $1,049 for fiscal 2016 and $858 for fiscal 2015 . |
Related Parties
Related Parties | 12 Months Ended |
Dec. 29, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The Company previously leased two warehouse facilities that are 100% owned by entities controlled by Christopher Pappas, the Company’s chairman, president and chief executive officer, John Pappas, the Company’s vice chairman and one of its directors, and Dean Facatselis, a former non-employee director of the Company and the brother-in-law of Messrs. Pappas, and are deemed to be affiliates of these individuals. Expense related to the above facilities was $533 , $616 and $1,406 for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 , respectively. One of the facilities is a distribution facility leased by Chefs’ Warehouse Mid-Atlantic, LLC with a lease expiration date of September 30, 2019. The other facility is a distribution facility which one of the Company’s subsidiaries, Dairyland, sublet from TCW Leasing Co., LLC (“TCW”), an entity controlled by the Company's founders. The Company exited this facility on February 29, 2016 and is no longer required to pay rent. Each of Christopher Pappas, John Pappas and Dean Facatselis owns 8.33% of a New York City-based restaurant customer of the Company and its subsidiaries that purchased an aggregate of approximately $121 , $109 and $117 of products from the Company during fiscal 2017 , fiscal 2016 and fiscal 2015 , respectively. Messrs. Pappas and Facatselis have no other interest in the restaurant other than these equal interests and are not involved in the day-to-day operation or management of this restaurant. The Company paid $137 , $315 and $827 to Architexture Studios, Inc. for interior decorating and design including the purchase of furniture and leasehold improvements primarily for our Las Vegas, San Francisco and Chicago facilities during fiscal years 2017 , 2016 and 2015 , respectively. This entity is owned by Julie Hardridge, the sister-in-law of Christopher Pappas. The Company purchases products from ConAgra Foods, Inc. of which Steve Goldstone, a Director of the Company, is the Chairman. Mr. Goldstone became a director of the Company on March 7, 2016. The Company purchased approximately $701 and $722 worth of products from ConAgra Foods, Inc. for the fiscal years ended December 29, 2017 and December 30, 2016 . With the acquisition of Del Monte, the Company leased two warehouse facilities that the Company leases from certain prior owners of Del Monte. Two of the owners were current employees as of December 29, 2017 , one of whom, John DeBenedetti, serves on the Company’s board of directors. The first property is located in American Canyon, CA and is owned by TJ Management Co. LLC, an entity owned 50% by John DeBenedetti. The Company paid rent on this facility totaling $219 , $210 and $156 during fiscal years 2017 , 2016 and 2015 , respectively. The second property is located in West Sacramento, CA and is owned by David DeBenedetti and Victoria DeBenedetti, the parents of John DeBenedetti. The Company paid rent on this facility totaling $234 , $225 and $167 during fiscal years 2017 , 2016 and 2015 , respectively. John DeBenedetti and Victoria DeBenedetti were employees of a subsidiary of the Company as of December 29, 2017 . John DeBenedetti, indirectly through TJ Investments, LLC, owns an 8.33% ownership interest in Old World Provisions, which supplies products to the Company following the Del Monte acquisition. The Company purchased approximately $1,713 , $1,269 and $963 of products from Old World Provisions during fiscal years 2017 , 2016 and 2015 , respectively. Mr. J. DeBenedetti is not involved in the day-to-day management of Old World Provisions. John Pappas’s brother-in-law, Constantine Papataros, is one of the Company’s employees. The Company paid him approximately $188 , $194 and $169 in total compensation during fiscal 2017 , fiscal 2016 and fiscal 2015 , respectively. Christopher Pappas’s brother, John Pappas, is one of the Company’s employees and a member of the Company’s Board of Directors. The Company paid John Pappas approximately $593 , $597 and $882 in total compensation for fiscal 2017 , fiscal 2016 and fiscal 2015 , respectively. John Pappas did no t receive any compensation in fiscal 2017 , fiscal 2016 or fiscal 2015 for his service on the Company’s Board of Directors. Tara Brennan, the domestic partner of John DeBennedetti, was an employee of the Company as of December 29, 2017 and was paid approximately $180 and $184 in fiscal 2017 and 2016 , respectively. An entity owned 50% by John Couri, a director of the Company, and of which Messrs. C. Pappas and S. Hanson (also directors of the Company) previously held ownership interests, owns an interest in an aircraft that the Company used for business purposes in the course of its operations. Mr. Couri paid for his ownership interest in the aircraft himself and bears his share of all operating, personnel and maintenance costs associated with the operation of this aircraft. All payments were paid directly to an entity that manages the aircraft in which Mr. Couri has a de minimis indirect ownership interest. This related party relationship ended during the fourth quarter of fiscal 2016. The Company made payments of $36 in fiscal 2017 for use of such aircraft in the fourth quarter of fiscal 2016. The Company made payments of $21 and $182 in fiscal 2016 and 2015 , respectively, for use of such aircraft. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 29, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred. Tax Audits The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. These audits may result in the assessment of additional taxes that are subsequently resolved with authorities or potentially through the courts. Risk Management Programs The Company’s self-insurance reserves for its medical program totaled $858 and $773 at December 29, 2017 and December 30, 2016 , respectively. The Company’s self-insurance reserves for its automobile liability program totaled $1,078 and $1,068 at December 29, 2017 and December 30, 2016 , respectively. Self-insurance reserves for workers' compensation totaled $9,594 and $7,280 at December 29, 2017 and December 30, 2016 , respectively. Workforce (unaudited) As of December 29, 2017 , approximately 9.9% of the Company’s employees are represented by unions, all of whom are operating under a collective bargaining agreement which expires on August 3, 2020 . |
Valuation Reserves
Valuation Reserves | 12 Months Ended |
Dec. 29, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation Reserves | Valuation Reserves The following tables summarize the activity in our valuation accounts during the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 : Balance at Beginning of Period Additions Charged to Expense Deductions Balance at End of Period Allowance for doubtful accounts December 29, 2017 $ 6,848 $ 4,061 $ (2,883 ) $ 8,026 December 30, 2016 5,803 3,224 (2,179 ) 6,848 December 25, 2015 4,675 2,909 (1,781 ) 5,803 Inventory valuation reserve December 29, 2017 $ 2,122 $ 2,996 $ (3,184 ) $ 1,934 December 30, 2016 1,956 3,043 (2,877 ) 2,122 December 25, 2015 1,130 3,288 (2,462 ) 1,956 Allowance for deferred tax assets December 29, 2017 $ — $ 289 $ — $ 289 December 30, 2016 — — — — December 25, 2015 — — — — |
Quarterly Results (unaudited)
Quarterly Results (unaudited) | 12 Months Ended |
Dec. 29, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (unaudited) | Quarterly Results (unaudited) The quarterly results of the Company for the fiscal years ended December 29, 2017 and December 30, 2016 are as follows: Fiscal 2017 Q1 Q2 Q3 (1) Q4 (2) Net sales $ 287,690 $ 331,656 $ 325,076 $ 357,098 Gross profit 73,904 82,596 80,905 91,973 Operating profit 3,121 12,163 10,494 15,349 Income before income taxes (2,812 ) 6,283 4,891 10,046 Net income (1,642 ) 3,674 2,851 9,483 Basic net income per share (0.06 ) 0.14 0.11 0.36 Diluted net income per share (0.06 ) 0.14 0.11 0.35 Fiscal 2016 Q1 Q2 (3) Q3 (4) Q4 (5) Net sales $ 260,836 $ 291,209 $ 297,917 $ 342,904 Gross profit 65,958 71,803 74,392 89,064 Operating profit 5,360 11,188 8,286 22,404 Income before income taxes 1,701 (14,479 ) 2,299 16,155 Net income 993 (8,455 ) 1,343 9,142 Basic net income per share 0.04 (0.33 ) 0.05 0.35 Diluted net income per share 0.04 (0.33 ) 0.05 0.34 (1) Beginning in the third quarter of 2017 the Company began to reflect the results of the Fells Point acquisition. (2) The fourth quarter of 2017 includes a tax benefit of $3,573 related to the enactment of the Tax Act. (3) The Company refinanced its debt structure by entering into a new senior secured term loan. Proceeds were used to pay off its revolving credit facility and previous term loan resulting in a loss on extinguishment of debt of $22,310 . (4) Beginning in the third quarter of 2016 the Company began to reflect the results of the MT Food acquisition. (5) The Company recorded income of $8,347 related to the revaluation of the Del Monte earn-out liabilities. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2017 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Guidance Adopted and Not Yet Adopted | Guidance Adopted in 2017 Subsequent Measurement of Inventory : In July 2015, the Financial Accounting Standards Board (“FASB”) issued guidance to simplify the subsequent measurement of inventory. This guidance requires that inventory be measured at the lower of cost or net realizable value. The Company adopted this guidance prospectively. Adoption of this guidance did not impact the Company's consolidated financial statements. Improvements to Employee Share-Based Payment Accounting : In March 2016, the FASB issued guidance to simplify the accounting for employee share-based payments. The main provisions are to recognize excess tax benefits in the income statement rather than to additional paid-in capital, allow an entity to account for forfeitures as they occur, allow an entity to withhold employee shares up to the individual's maximum statutory tax rate without triggering liability classification of the award, present excess tax benefits as an operating cash flow and to present cash payments for employee tax withholding on vested stock awards as a financing cash flow. The guidance also requires that any unrecognized tax benefits that were not previously recognized be recorded through a cumulative-effect adjustment to retained earnings in the period in which the guidance is adopted. Upon adoption, the Company made an accounting policy election to account for forfeitures as they occur and began recognizing any excess tax benefits through current year earnings. There were no previously unrecognized tax benefits that required a cumulative-effect adjustment to retained earnings. Adoption of this guidance did not have a material impact on the Company's consolidated financial statements. Restricted Cash : In November 2016, the FASB issued guidance which includes guidance to clarify how companies present and classify restricted cash or restricted cash equivalents in the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Adoption of this guidance did not impact the consolidated financial statements as the Company does not have restricted cash. Simplifying the Test for Goodwill Impairment : In January 2017, the FASB issued guidance which simplifies goodwill impairment testing by removing Step 2 from the goodwill impairment test which required companies to assign the fair value of a reporting unit to its underlying assets and liabilities. Instead, an entity should recognize an impairment charge for the amount by which the carry amount of a reporting unit exceeds its fair value. Adoption of this guidance did not impact the Company's consolidated financial statements. Scope of Modification Accounting : In May 2017, the FASB issued guidance which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. Adoption of this guidance did not impact the consolidated financial statements as the Company did not have any share-based payment award modifications. Guidance Not Yet Adopted Revenue from Contracts with Customers : In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On August 12, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted but not before the original effective date (annual periods beginning after December 15, 2016). The Company has completed its analysis on the impact this guidance has on its customer contracts, sales incentive programs, gift card programs, information systems, business processes, and financial statement disclosures. The new revenue recognition model provides guidance on the identification of multiple performance obligations embedded within customer contracts. The Company's customer contracts include performance obligations which are satisfied as each product is delivered to the customer. Thus revenues will be recognized at a point in time. Under the new standard such performance obligations are satisfied at the point at which the Company transfers control to the customer. This is consistent with the Company's current practice of recognizing revenue upon delivery to the customer, with the exception of the Company's current practice of recognizing revenue at shipping point on direct-to-consumer sales. The impact of the change in revenue recognition timing of its direct-to-consumer sales is immaterial. The new standard includes the concept of variable consideration and requires companies to include variable consideration in the transaction price to the extent it is probable that there will not be a significant reversal in the amount of cumulative revenue recognized when the uncertainty is resolved. Although the Company's sales incentive programs fall under the scope of this new guidance, it will not have a significant impact on the amount or timing of revenue recognition. The new standard addresses current diversity in practice in regards to the derecognition of unredeemed gift card liabilities that are not subject to unclaimed property laws. The new guidance requires companies to recognize revenue on such liabilities through breakage or when the likelihood of customer redemption becomes remote. This is consistent with the Company's existing method of recognizing breakage revenue on these liabilities. The Company expects to adopt this guidance when effective using the modified retrospective approach. Under this approach, prior financial statements would not be restated and a cumulative effect adjustment, if any, will be recorded as an adjustment to retained earnings. The cumulative effect adjustment is immaterial to our financial statements. Adoption will result in expanded disclosures on revenue recognition policies, disaggregated revenues and contract liabilities. Leases : In February 2016, the FASB issued guidance to increase the transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Current GAAP does not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. This new guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company expects to adopt this guidance when effective and is in the early stages of implementation. Adoption will have a material impact on the Company's consolidated financial statements, primarily to the consolidated balance sheets and related disclosures, as a result of recognizing right-of-use assets and lease liabilities arising from its operating leases. Clarifying the Definition of a Business : In January 2017, the FASB issued guidance which clarifies whether transactions should be accounted for as acquisitions of assets or businesses. The guidance requires an entity to determine if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this criterion is met, the new guidance would define this as an asset acquisition. Furthermore, the guidance requires a business to include, at a minimum, an input and substantive process that together significantly contribute to the ability to create outputs. The guidance is effective for fiscal years beginning after December 15, 2017. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on its financial statements. |
Use of estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires it to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Estimates are used in determining, among other items, the allowance for doubtful accounts, reserves for inventories, self-insurance reserves for group medical insurance, workers’ compensation insurance and automobile liability insurance, future cash flows associated with impairment testing for intangible assets (including goodwill) and long-lived assets, useful lives for intangible assets, stock-based compensation, contingent earn-out liabilities and tax reserves. Actual results could differ from estimates. |
Revenue recognition | Revenue Recognition Revenue from the sale of a product is recognized at the point at which the product is delivered to the customer. The Company grants certain customers sales incentives, such as rebates or discounts and treats these as a reduction of sales at the time the sale is 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. |
Cost of sales | Cost of Sales The Company records cost of sales based upon the net purchase price paid for a product, including applicable freight charges incurred to deliver the product to the Company’s warehouse. |
Operating expenses | Operating Expenses Operating expenses include the costs of facilities, product shipping and handling costs, warehousing costs, protein processing costs, selling and general administrative activities. Shipping and handling costs included in operating expenses were $70,108 , $62,062 and $54,172 for fiscal 2017 , 2016 and 2015 , respectively. Protein processing costs included in operating expenses were $18,660 , $17,320 and $14,626 for fiscal 2017 , 2016 and 2015 , respectively. |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of less than three months to be cash equivalents. The Company periodically maintains balances at financial institutions which may exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. |
Accounts receivable | Accounts Receivable Accounts receivable consist of trade receivables from customers and are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined based upon a number of specific criteria, such as whether a customer has filed for or been placed into bankruptcy, has had accounts referred to outside parties for collections or has had accounts significantly past due. The allowance also covers short paid invoices the Company deems to be uncollectable as well as a portion of trade accounts receivable balances projected to become uncollectable based upon historic patterns. |
Inventories | Inventories Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or market. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. The Company maintains reserves for slow-moving and obsolete inventories. |
Purchase incentives | Purchase Incentives The Company receives consideration and product purchase credits from certain vendors that the Company accounts for as a reduction of cost of sales. There are several types of cash consideration received from vendors. The purchase incentive is primarily in the form of a specified amount per pound or per case, or an amount for year-over-year growth. |
Concentrations of credit risks | Concentrations of Credit Risks Financial instruments that subject the Company to concentrations of credit risk consist of cash, temporary cash investments and trade receivables. The Company’s policy is to deposit its cash and temporary cash investments with major financial institutions. The Company distributes its food and related products to a customer base that consists primarily of leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. However, the Company, in certain instances, has obtained personal guarantees from certain customers. There is no significant balance with any individual customer. |
Equipment and leasehold improvements | Equipment and Leasehold Improvements The Company records equipment and leasehold improvements at cost. Equipment that has been financed through capital leases is recorded at the present value of the minimum lease payments, which approximates cost. Equipment and leasehold improvements, including capital lease assets, are depreciated on a straight-line basis based upon estimated useful lif |
Software costs | Software Costs The Company capitalizes certain computer software licenses and software implementation costs that are included in software costs in its consolidated balance sheets. These costs were incurred in connection with developing or obtaining computer software for internal use if it has a useful life in excess of one year, in accordance with Accounting Standards Codification (ASC) 350-40 “Internal-Use Software.” Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task that it previously did not perform. Internal use software is amortized on a straight-line basis over a three to seven year period. Capitalized costs include direct acquisitions as well as software and software development acquired under capitalized leases and internal labor where appropriate. |
Impairment of long-lived assets | Impairment of Long-Lived Assets Long-lived assets, other than goodwill, are reviewed for impairment in accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets ” which only requires testing whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If the net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), an additional step is performed that determines the fair value of the asset and the Company records an impairment, if any. |
Debt issuance costs | Debt Issuance Costs Certain up-front costs associated with the Company's revolving credit facilities are capitalized and included in other non-current assets in the consolidated balance sheets. The Company had $1,284 and $1,632 of such unamortized costs as of December 29, 2017 and December 30, 2016 , respectively. Costs associated with the issuance of other debt instruments are capitalized and presented as a direct deduction from the carrying amount of the underlying debt liability. The Company had $8,027 and $8,979 of such unamortized costs as of December 29, 2017 and December 30, 2016 , respectively. These costs are amortized over the terms of the related debt instruments by the effective interest rate method. |
Intangible assets | Intangible Assets The intangible assets recorded by the Company consist of customer relationships, covenants not to compete and trademarks which are amortized over their useful lives on a schedule that approximates the pattern in which economic benefits of the intangible assets are consumed. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow model. |
Goodwill | The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections and growth rates which take into account estimated inflation rates. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. This methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The estimates that the Company uses in its discounted cash flow methodology involve many assumptions by management that are based upon future growth projections. Goodwill Goodwill is the excess of the acquisition cost of businesses over the fair value of identifiable net assets acquired in accordance with ASC 350, “Intangibles-Goodwill and Other.” The Company has two reporting units – Protein and Specialty. For the fiscal years ended December 29, 2017 and December 30, 2016 , the Company tested goodwill for impairment using a quantitative analysis. The quantitative analysis consists of a comparison of the carrying value of the Company’s reporting units, including goodwill, to the estimated fair value of the reporting units that was determined using a discounted cash flow methodology. A goodwill impairment loss, if any, would be recognized for the amount by which the reporting unit's carrying value exceeded its fair value. |
Employee benefit programs | Employee Benefit Programs The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). |
Income taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The Company follows certain provisions of ASC 740, “Income Taxes” which established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the tax authorities. The Company records uncertain tax positions when it is estimable and probable that such liabilities have been incurred. The Company, when required, will accrue interest and penalties related to income tax matters in income tax expense. On December 22, 2017, the President enacted H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Act”). Among other changes to the U.S. Internal Revenue Code, the Tax Act reduces the U.S. federal corporate top tax rate from 35 percent to 21 percent. The Company must remeasure its net deferred tax assets and liabilities using the Federal Tax Rate that will apply when these amounts are expected to reverse. The effect of the remeasurement is reflected entirely in the interim period that includes the enactment date and is allocated directly to income tax expense from continuing operations. |
Commitments and contingencies | Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and can be reasonably estimated. |
Contingent earn-out liabilities | Contingent Earn-out Liabilities The Company accounts for contingent consideration relating to business combinations as a liability and an increase to goodwill at the date of the acquisition and continually remeasures the liability at each balance sheet date by recording changes in the fair value through the Consolidated Statements of Operations. The Company determines the fair value of contingent consideration based on future operating projections under various potential scenarios and weighs the probability of these outcomes. The ultimate settlement of contingent earn-out liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. |
Stock-based compensation | Stock-Based Compensation The Company measures stock-based compensation at the grant date based on the fair value of the award. Restricted stock awards and performance share units are valued based on the fair value of the stock on the grant date. The related compensation expense is recognized over the service period on a straight-line basis. Compensation expense on performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of stock options with market conditions is determined based on a Monte-Carlo simulation in order to simulate a range of possible future stock prices for the Company's s stock. For awards subject to graded vesting, the Company ensures that the compensation expense recognized is at least equal to the vested portion of the award. |
Self-insurance reserves | Self-Insurance Reserves The Company maintains a self-insured group medical program. The program contains individual stop loss thresholds of $175 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. The Company maintains an insurance program for its automobile liability and workers' compensation insurance subject to deductibles or self-insured retentions of $350 for workers' compensation and $250 for automobile liability per occurrence. The amounts in excess of the deductibles are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. |
Assets and liabilities measured at fair value | Assets and Liabilities Measured at Fair Value The Company accounts for certain assets and liabilities at fair value. The Company categorizes each of its fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities include the following: a) quoted prices for similar assets in active markets; b) quoted prices for identical or similar assets in inactive markets; c) inputs other than quoted prices that are observable for the asset; and d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset. Level 3 - Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure. |
Net Income per Share (Tables)
Net Income per Share (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth the computation of basic and diluted earnings per share: Fiscal Year Ended December 29, 2017 December 30, 2016 December 25, 2015 Net income per share: Basic $ 0.55 $ 0.12 $ 0.63 Diluted $ 0.54 $ 0.12 $ 0.63 Weighted average common shares: Basic 26,118,482 25,919,480 25,532,172 Diluted 27,424,526 26,029,609 26,508,994 |
Schedule of reconciliation of earnings per share | Reconciliation of net income per common share: Fiscal Year Ended December 29, 2017 December 30, 2016 December 25, 2015 Numerator: Net income $ 14,366 $ 3,023 $ 16,209 Add effect of dilutive securities Interest on convertible notes, net of tax 536 — 403 Adjusted net income $ 14,902 $ 3,023 $ 16,612 Denominator: Weighted average basic common shares outstanding 26,118,482 25,919,480 25,532,172 Dilutive effect of unvested common shares 68,670 110,129 79,385 Dilutive effect of convertible notes 1,237,374 — 897,437 Weighted average diluted common shares outstanding 27,424,526 26,029,609 26,508,994 |
Schedule of dilutive securities that have been excluded from the calculation of diluted net income | Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows: Fiscal Year Ended December 29, 2017 December 30, 2016 December 25, 2015 Restricted Share Awards (RSAs) 84,511 92,812 34,526 Stock options 201,799 209,071 — Convertible subordinated notes — 1,237,374 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
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: Allen Brothers Del Monte MT Food Fells Point Total Balance December 25, 2015 $ 4,344 $ 13,792 $ — $ — $ 18,136 Opening liability — — 500 — 500 Gain on settlement (1,684 ) — — — (1,684 ) Payments (2,660 ) (4,083 ) — — (6,743 ) Changes in fair value — (8,347 ) — — (8,347 ) Balance December 30, 2016 — 1,362 500 — 1,862 Opening liability — — — 4,445 4,445 Payments — — (500 ) — (500 ) Changes in fair value — (713 ) — 134 (579 ) Balance December 29, 2017 $ — $ 649 $ — $ 4,579 $ 5,228 |
Schedule of carrying value and fair value of the Company's convertible subordinated notes | The following tables presents the carrying value and fair value of the Company’s convertible subordinated notes (more fully described in Note 9). In estimating the fair value of these convertible secured 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. December 29, 2017 December 30, 2016 Carrying Value Fair Value Carrying Value Fair Value Convertible Secured Notes $ 36,750 $ 38,091 $ 36,750 $ 35,557 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Business Combinations [Abstract] | |
Schedule of unaudited pro forma consolidated income statement information | The table below presents unaudited pro forma consolidated income statement information of the Company for the year ended December 29, 2017 and December 30, 2016 as if Fells Point acquisition had occurred at December 26, 2015. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisition. The pro forma information is not necessarily indicative of the Company’s results of operations had the Fells Point acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the Fells Point acquisition, any incremental costs for Fells Point transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information reflects amortization and depreciation of the Fells Point acquisition at their respective fair values based on available information and the estimated change in the fair value of the earn-out liability due to accretion. Fiscal Year Ended (unaudited) December 29, 2017 December 30, 2016 Net sales $ 1,340,820 $ 1,252,293 Income before income taxes 20,130 9,492 |
Schedule of assets and liabilities acquired | The table below sets forth the purchase price allocation of the Fells Point and MT Food acquisitions: Fells Point MT Food Current assets (includes cash acquired) $ 6,971 $ 6,132 Customer relationships 15,100 7,600 Trademarks 8,100 — Non-compete agreement 400 — Goodwill 5,732 11,976 Fixed assets 2,459 261 Current liabilities (1,295 ) (3,969 ) Earn-out liability (4,445 ) (500 ) Total consideration $ 33,022 $ 21,500 |
Equipment and Leasehold Impro29
Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant, equipment and leasehold improvements | Equipment and leasehold improvements as of December 29, 2017 and December 30, 2016 consisted of the following: Useful Lives December 29, 2017 December 30, 2016 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,292 1,292 Machinery and equipment 5-10 years 16,183 13,404 Computers, data processing and other equipment 3-7 years 9,924 9,367 Leasehold improvements 7-22 years 53,653 47,971 Furniture and fixtures 7 years 3,100 3,011 Vehicles 5-7 years 2,570 2,445 Other 7 years 95 95 Construction-in-process 15,030 11,359 103,017 90,114 Less: accumulated depreciation and amortization (34,639 ) (27,931 ) Equipment and leasehold improvements, net $ 68,378 $ 62,183 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
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 25, 2015 $ 155,816 Goodwill adjustments (614 ) Business combination 8,559 Foreign currency translation 23 Carrying amount as of December 30, 2016 163,784 Goodwill adjustments 3,418 Business combinations 5,946 Foreign currency translation 54 Carrying amount as of December 29, 2017 $ 173,202 |
Schedule of other intangible assets | Other intangible assets as of December 29, 2017 and December 30, 2016 consisted of the following: Weighted-Average Gross Accumulated Net Amount December 29, 2017 Customer relationships 145 months $ 117,006 $ (27,704 ) $ 89,302 Non-compete agreements 43 months 7,566 (6,946 ) 620 Trademarks 221 months 60,734 (10,336 ) 50,398 Total $ 185,306 $ (44,986 ) $ 140,320 December 30, 2016 Customer relationships 151 months $ 104,381 $ (19,981 ) $ 84,400 Non-compete agreements 14 months 7,166 (5,587 ) 1,579 Trademarks 231 months 52,574 (7,422 ) 45,152 Total $ 164,121 $ (32,990 ) $ 131,131 |
Schedule of estimated future amortization expense | As of December 29, 2017 , estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows: 2018 $ 11,938 2019 11,300 2020 11,027 2021 11,027 2022 10,247 Thereafter 84,781 Total $ 140,320 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of December 29, 2017 and December 30, 2016 consisted of the following: December 29, 2017 December 30, 2016 Senior secured term loan $ 288,435 $ 291,613 Convertible notes 36,750 36,750 New Markets Tax Credit loan — 11,000 Capital leases and financed software 664 2,136 Deferred finance fees and original issue discount (8,027 ) (8,979 ) Total debt obligations 317,822 332,520 Less: current installments (3,827 ) (14,795 ) Total debt obligations excluding current installments $ 313,995 $ 317,725 |
Schedule of maturities of the company's debt | Maturities of the Company’s debt for each of the next five years and thereafter at December 29, 2017 is as follows: 2018 $ 3,827 2019 3,184 2020 3,184 2021 39,934 2022 275,720 Thereafter — Total $ 325,849 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of restricted stock activity | The following table reflects the activity of RSAs during the fiscal years ended December 29, 2017 and December 30, 2016 : Shares Weighted Average Grant Date Fair Value Unvested at December 25, 2015 418,604 $ 18.54 Granted 214,274 17.75 Vested (108,400 ) 18.00 Forfeited (190,425 ) 16.82 Unvested at December 30, 2016 334,053 $ 18.69 Granted 207,871 14.84 Vested (116,442 ) 18.36 Forfeited (95,721 ) 17.73 Unvested at December 29, 2017 329,761 $ 16.69 |
Summary of stock option activity | The following table summarizes stock option activity during the fiscal years ended December 29, 2017 and December 30, 2016 : Shares Weighted Aggregate Weighted Average Outstanding December 25, 2015 — $ — $ — 0 Granted 259,577 20.23 Exercised — — Forfeited (50,506 ) 20.23 Outstanding December 30, 2016 209,071 $ 20.23 $ — 9.2 Granted — — Exercised — — Forfeited (17,263 ) 20.23 Outstanding December 29, 2017 191,808 $ 20.23 $ 33 8.2 Exercisable at December 29, 2017 — — $ — 0 |
Key assumptions for weighted average grant date fair value of options | During March 2016, the Company granted 259,577 non-qualified stock options with market condition provisions to its employees at an exercise price of $20.23 and a weighted average grant date fair value of $9.44 using the following key assumptions: 2016 Market Stock Options Expected volatility of common stock (based on our historical stock price) 42.8 % Risk-free interest rate (based on U.S. Treasury yields on the date of grant) 1.91 % Expected term (median years until the simulated stock price exceeds target) 1.38 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Leases [Abstract] | |
Schedule of future minimum lease payments | As of December 29, 2017 , the Company is obligated under non-cancelable operating lease agreements to make future minimum lease payments as follows: Related Party Real Estate Third Party Real Estate Third Party Vehicles Third Party Other Total 2018 $ 1,230 $ 7,812 $ 10,312 $ 1,477 $ 20,831 2019 1,250 6,885 9,283 1,110 18,528 2020 1,270 7,271 7,843 467 16,851 2021 1,290 6,834 6,169 251 14,544 2022 1,224 6,504 4,632 84 12,444 Thereafter 2,153 36,822 2,945 — 41,920 Total minimum lease payments $ 8,417 $ 72,128 $ 41,184 $ 3,389 $ 125,118 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following for the fiscal years ended December 29, 2017 , December 30, 2016 and December 25, 2015 : December 29, 2017 December 30, 2016 December 25, 2015 Current income tax expense (benefit): Federal $ 3,342 $ (491 ) $ 9,538 State 1,403 153 2,773 Total current income tax expense (benefit) 4,745 (338 ) 12,311 Deferred income tax expense (benefit): Federal (1,059 ) 2,441 (725 ) Foreign 215 49 19 State 141 501 (103 ) Total deferred income tax expense (benefit) (703 ) 2,991 (809 ) Total income tax expense $ 4,042 $ 2,653 $ 11,502 |
Schedule of income tax reconciliation | December 29, 2017 , December 30, 2016 and December 25, 2015 differed from amounts computed using the statutory federal income tax rate due to the following reasons: December 29, 2017 December 30, 2016 December 25, 2015 Statutory U.S. Federal tax $ 6,443 $ 1,987 $ 9,700 Differences due to: State and local taxes, net of federal benefit 1,112 470 1,728 Foreign tax rate differential (82 ) (168 ) (63 ) Impact of the Tax Act (3,573 ) — — Other 142 364 137 Income tax expense $ 4,042 $ 2,653 $ 11,502 |
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities at December 29, 2017 and December 30, 2016 consist of the following: December 29, 2017 December 30, 2016 Deferred tax assets: Receivables and inventory $ 3,969 $ 5,230 Accrued expenses 1,542 2,122 Self-insurance reserves 2,179 2,515 Net operating loss carryforwards 1,191 2,498 Stock compensation 1,017 1,122 Other 1,696 1,213 Total deferred tax assets 11,594 14,700 Deferred tax liabilities: Property & equipment (1,701 ) (1,759 ) Intangible assets (10,784 ) (12,962 ) Contingent earn-out liabilities (3,646 ) (5,020 ) Prepaid expenses and other (1,189 ) (1,917 ) Total deferred tax liabilities (17,320 ) (21,658 ) Valuation allowance (289 ) — Total net deferred tax liability $ (6,015 ) $ (6,958 ) |
Supplemental Disclosures of C35
Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | December 29, 2017 December 30, 2016 December 25, 2015 Cash paid for income taxes, net of cash received $ 333 $ 6,368 $ 11,047 Cash paid for interest, net of loss on debt extinguishment $ 20,796 $ 17,790 $ 11,462 Non-cash financing activity: Sinking funds used to retire debt $ 2,939 $ — $ — Non-cash investing activity: Common stock issued for acquisitions $ 3,300 $ — $ 24,689 Convertible notes issued for acquisitions $ — $ — $ 36,750 Acquisition purchase price payable $ — $ 500 $ — Contingent earn-out liabilities for acquisitions $ 4,445 $ 500 $ 13,139 |
Valuation Reserves (Tables)
Valuation Reserves (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of allowance for doubtful accounts | Balance at Beginning of Period Additions Charged to Expense Deductions Balance at End of Period Allowance for doubtful accounts December 29, 2017 $ 6,848 $ 4,061 $ (2,883 ) $ 8,026 December 30, 2016 5,803 3,224 (2,179 ) 6,848 December 25, 2015 4,675 2,909 (1,781 ) 5,803 |
Schedule of inventory valuation reserve | Inventory valuation reserve December 29, 2017 $ 2,122 $ 2,996 $ (3,184 ) $ 1,934 December 30, 2016 1,956 3,043 (2,877 ) 2,122 December 25, 2015 1,130 3,288 (2,462 ) 1,956 |
Schedule of allowance for deferred tax assets | Allowance for deferred tax assets December 29, 2017 $ — $ 289 $ — $ 289 December 30, 2016 — — — — December 25, 2015 — — — — |
Quarterly Results (unaudited) (
Quarterly Results (unaudited) (Tables) | 12 Months Ended |
Dec. 29, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly results | The quarterly results of the Company for the fiscal years ended December 29, 2017 and December 30, 2016 are as follows: Fiscal 2017 Q1 Q2 Q3 (1) Q4 (2) Net sales $ 287,690 $ 331,656 $ 325,076 $ 357,098 Gross profit 73,904 82,596 80,905 91,973 Operating profit 3,121 12,163 10,494 15,349 Income before income taxes (2,812 ) 6,283 4,891 10,046 Net income (1,642 ) 3,674 2,851 9,483 Basic net income per share (0.06 ) 0.14 0.11 0.36 Diluted net income per share (0.06 ) 0.14 0.11 0.35 Fiscal 2016 Q1 Q2 (3) Q3 (4) Q4 (5) Net sales $ 260,836 $ 291,209 $ 297,917 $ 342,904 Gross profit 65,958 71,803 74,392 89,064 Operating profit 5,360 11,188 8,286 22,404 Income before income taxes 1,701 (14,479 ) 2,299 16,155 Net income 993 (8,455 ) 1,343 9,142 Basic net income per share 0.04 (0.33 ) 0.05 0.35 Diluted net income per share 0.04 (0.33 ) 0.05 0.34 (1) Beginning in the third quarter of 2017 the Company began to reflect the results of the Fells Point acquisition. (2) The fourth quarter of 2017 includes a tax benefit of $3,573 related to the enactment of the Tax Act. (3) The Company refinanced its debt structure by entering into a new senior secured term loan. Proceeds were used to pay off its revolving credit facility and previous term loan resulting in a loss on extinguishment of debt of $22,310 . (4) Beginning in the third quarter of 2016 the Company began to reflect the results of the MT Food acquisition. (5) The Company recorded income of $8,347 related to the revaluation of the Del Monte earn-out liabilities. |
Operations and Basis of Prese38
Operations and Basis of Presentation (Details) | 12 Months Ended |
Dec. 29, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | ||
Dec. 29, 2017USD ($)reporting_unit | Dec. 30, 2016USD ($) | Dec. 25, 2015USD ($) | |
Accounting Policies [Abstract] | |||
Shipping and handling costs | $ 70,108,000 | $ 62,062,000 | $ 54,172,000 |
Protein processing costs | 18,660,000 | 17,320,000 | 14,626,000 |
Total purchase incentives | 17,265,000 | 13,670,000 | 11,109,000 |
Property, Plant and Equipment [Line Items] | |||
Capitalized software costs, net of accumulated amortization | 6,034,000 | 5,927,000 | |
Impairment of long-lived assets | 0 | 0 | 0 |
Unamortized costs of certain up-front costs | 1,284,000 | 1,632,000 | |
Unamortized costs if issuance of other debt instruments | 8,027,000 | 8,979,000 | |
Amortization of debt issuance costs | $ 2,084,000 | 1,807,000 | 1,228,000 |
Number of reporting units | reporting_unit | 2 | ||
Matching contribution under 401k plan | $ 1,172,000 | $ 1,049,000 | $ 858,000 |
Other Commitments [Line Items] | |||
Self-insurance stoploss threshold | 175,000 | ||
Workers Compensation | |||
Other Commitments [Line Items] | |||
Self insured retention amount per claim | 350,000 | ||
Automobiles | |||
Other Commitments [Line Items] | |||
Self insured retention amount per claim | $ 250,000 | ||
Software and Software Development Costs | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of computer software | 3 years | ||
Software and Software Development Costs | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life of computer software | 7 years |
Net Income per Share Schedule o
Net Income per Share Schedule of earnings per share (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 23, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Net income per share: | |||||||||||
Basic (in dollars per share) | $ 0.36 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.35 | $ 0.05 | $ (0.33) | $ 0.04 | $ 0.55 | $ 0.12 | $ 0.63 |
Diluted (in dollars per share) | $ 0.35 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.34 | $ 0.05 | $ (0.33) | $ 0.04 | $ 0.54 | $ 0.12 | $ 0.63 |
Weighted average common shares: | |||||||||||
Weighted average basic common shares outstanding (in shares) | 26,118,482 | 25,919,480 | 25,532,172 | ||||||||
Weighted average diluted common shares outstanding (in shares) | 27,424,526 | 26,029,609 | 26,508,994 |
Net Income per Share Schedule41
Net Income per Share Schedule of reconciliation of earnings per share (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 23, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Net Income (Loss) Available to Common Stockholders, Basic [Abstract] | |||||||||||
Net income | $ 9,483 | $ 2,851 | $ 3,674 | $ (1,642) | $ 9,142 | $ 1,343 | $ (8,455) | $ 993 | $ 14,366 | $ 3,023 | $ 16,209 |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | |||||||||||
Interest on convertible notes, net of tax | 536 | 0 | 403 | ||||||||
Adjusted net income | $ 14,902 | $ 3,023 | $ 16,612 | ||||||||
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | |||||||||||
Weighted average basic common shares outstanding (in shares) | 26,118,482 | 25,919,480 | 25,532,172 | ||||||||
Dilutive effect of unvested common shares (in shares) | 68,670 | 110,129 | 79,385 | ||||||||
Dilutive effect of convertible notes (in shares) | 1,237,374 | 0 | 897,437 | ||||||||
Weighted average diluted common shares outstanding (in shares) | 27,424,526 | 26,029,609 | 26,508,994 |
Net Income per Share Schedule42
Net Income per Share Schedule of dilutive securities that have been excluded from the calculation of diluted net income (Details Narrative) - shares | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Restricted Share Awards (RSAs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 84,511 | 92,812 | 34,526 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 201,799 | 209,071 | 0 |
Convertible subordinated notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive shares | 0 | 1,237,374 | 0 |
Fair Value Measurements Schedul
Fair Value Measurements Schedule of change in Level 3 contingent consideration liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2017 | Dec. 30, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Gain on settlement | $ (1,684) | |
Fair Value Inputs Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | $ 1,862 | 18,136 |
Opening liability | 4,445 | 500 |
Payments | (500) | (6,743) |
Changes in fair value | (579) | (8,347) |
Balance at ending | 5,228 | 1,862 |
Fair Value Inputs Level 3 | Allen Brothers | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 0 | 4,344 |
Opening liability | 0 | |
Payments | (2,660) | |
Changes in fair value | 0 | |
Balance at ending | 0 | |
Fair Value Inputs Level 3 | Del Monte | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 1,362 | 13,792 |
Payments | 0 | (4,083) |
Changes in fair value | (713) | (8,347) |
Balance at ending | 649 | 1,362 |
Fair Value Inputs Level 3 | MT Food | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 500 | 0 |
Opening liability | 500 | |
Payments | (500) | |
Changes in fair value | 0 | |
Balance at ending | 500 | |
Fair Value Inputs Level 3 | Fells Point | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | 0 | 0 |
Opening liability | 4,445 | 0 |
Payments | 0 | |
Changes in fair value | 134 | 0 |
Balance at ending | $ 4,579 | $ 0 |
Fair Value Measurements Sched44
Fair Value Measurements Schedule of carrying value and fair value of the Company convertible subordinated notes (Details) - USD ($) $ in Thousands | Dec. 29, 2017 | Dec. 30, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 317,822 | $ 332,520 |
Fair Value Inputs Level 3 | Reported Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible secured notes | 38,091 | 35,557 |
Convertible notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 36,750 | $ 36,750 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) $ in Thousands | Aug. 25, 2017 | Jun. 27, 2016 | Jun. 30, 2017 | Dec. 29, 2017 | Dec. 30, 2016 |
Business Acquisition [Line Items] | |||||
Increase (decrease) in goodwill | $ 3,418 | $ (614) | |||
Fells Point | |||||
Business Acquisition [Line Items] | |||||
Aggregate purchase price | $ 33,022 | ||||
Payments to acquire business | 29,722 | ||||
Issuance of common stock for acquisition | $ 3,300 | ||||
Issuance of common stock for acquisition (in shares) | 185,442 | ||||
Contingent consideration, earn out amount | $ 12,000 | ||||
Contingent consideration, period of EBITDA targets | 4 years | ||||
Contingent consideration, fair value | $ 4,445 | $ 4,579 | |||
Goodwill amortization period for tax purposes | 15 years | ||||
Professional fees | $ 168 | ||||
Term of lease | 5 years | ||||
Payments for rent | 86 | ||||
Net sales of acquiree | 22,583 | ||||
Income before taxes of acquiree | $ 1,604 | ||||
Fells Point | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 15 years | ||||
Fells Point | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 20 years | ||||
Fells Point | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 6 years | ||||
MT Food | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire business | $ 21,000 | ||||
Goodwill amortization period for tax purposes | 15 years | ||||
Total purchase price | 21,500 | ||||
Liabilities incurred on acquisition | $ 500 | ||||
Liabilities incurred on acquisition, payable period | 18 months | ||||
Earn-out obligations | $ 500 | ||||
Increase (decrease) in goodwill | $ 3,418 | ||||
MT Food | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 15 years | ||||
Increase (decrease) in intangible assets | $ 2,700 |
Acquisitions Schedule of unaudi
Acquisitions Schedule of unaudited pro forma consolidated income statement information (Details) - Fells Point - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2017 | Dec. 30, 2016 | |
Business Acquisition [Line Items] | ||
Net sales | $ 1,340,820 | $ 1,252,293 |
Income before income taxes | $ 20,130 | $ 9,492 |
Acquisitions Schedule of assets
Acquisitions Schedule of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Dec. 29, 2017 | Aug. 25, 2017 | Dec. 30, 2016 | Jun. 27, 2016 | Dec. 25, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 173,202 | $ 163,784 | $ 155,816 | ||
Fells Point | |||||
Business Acquisition [Line Items] | |||||
Current assets (includes cash acquired) | $ 6,971 | ||||
Goodwill | 5,732 | ||||
Fixed assets | 2,459 | ||||
Current liabilities | (1,295) | ||||
Earn-out liability | (4,445) | ||||
Total consideration | 33,022 | ||||
Fells Point | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 15,100 | ||||
Fells Point | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 8,100 | ||||
Fells Point | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 400 | ||||
MT Food | |||||
Business Acquisition [Line Items] | |||||
Current assets (includes cash acquired) | $ 6,132 | ||||
Goodwill | 11,976 | ||||
Fixed assets | 261 | ||||
Current liabilities | (3,969) | ||||
Earn-out liability | (500) | ||||
Total consideration | 21,500 | ||||
MT Food | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 7,600 | ||||
MT Food | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 0 | ||||
MT Food | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 0 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Thousands | Dec. 29, 2017 | Dec. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage and obsolescence | $ 1,934 | $ 2,122 |
Equipment and Leasehold Impro49
Equipment and Leasehold Improvements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2017 | Dec. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 103,017 | $ 90,114 |
Less: accumulated depreciation and amortization | (34,639) | (27,931) |
Equipment and leasehold improvements, net | 68,378 | 62,183 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 1,170 | 1,170 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 20 years | |
Equipment and leasehold improvements, gross | $ 1,292 | 1,292 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 16,183 | 13,404 |
Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 9,924 | 9,367 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 53,653 | 47,971 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Equipment and leasehold improvements, gross | $ 3,100 | 3,011 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 2,570 | 2,445 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Equipment and leasehold improvements, gross | $ 95 | 95 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 15,030 | $ 11,359 |
Minimum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Minimum | Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Minimum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Maximum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 10 years | |
Maximum | Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 22 years | |
Maximum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years |
Equipment and Leasehold Impro50
Equipment and Leasehold Improvements (Details Narrative) - USD ($) $ in Thousands | Sep. 26, 2016 | Jun. 30, 2015 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense, various assets | $ 8,516 | $ 7,082 | $ 5,960 | ||
Depreciation expense, excluding capital leases | 6,644 | 5,679 | 4,536 | ||
Interest expense | 22,709 | 41,632 | 12,984 | ||
Capitalized interest expense | 0 | 0 | 739 | ||
Cash consideration for parcel of land sold | $ 550 | 0 | 550 | 16,187 | |
Pre-tax gain on sale of parcel of land | $ 113 | ||||
Sale-leaseback transaction | $ 14,645 | ||||
Construction-in-process | |||||
Property, Plant and Equipment [Line Items] | |||||
ERP, expected cost remaining | 3,200 | ||||
Assets financed by capital leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets financed by capital lease | 530 | 506 | |||
Depreciation expense, various assets | 64 | 71 | 96 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense, various assets | $ 1,808 | $ 1,332 | $ 1,328 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2017 | Dec. 30, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 163,784 | $ 155,816 |
Goodwill adjustments | 3,418 | (614) |
Business combination | 5,946 | 8,559 |
Foreign currency translation | 54 | 23 |
Ending balance | $ 173,202 | $ 163,784 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 12,033 | $ 11,433 | $ 9,453 |
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 4 years | ||
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 20 years | ||
Non-compete agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 2 years | ||
Non-compete agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 6 years | ||
Trademarks | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 1 year | ||
Trademarks | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 40 years |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2017 | Dec. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 185,306 | $ 164,121 |
Accumulated Amortization | (44,986) | (32,990) |
Net Amount | $ 140,320 | $ 131,131 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 145 months | 151 months |
Gross Carrying Amount | $ 117,006 | $ 104,381 |
Accumulated Amortization | (27,704) | (19,981) |
Net Amount | $ 89,302 | $ 84,400 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 43 months | 14 months |
Gross Carrying Amount | $ 7,566 | $ 7,166 |
Accumulated Amortization | (6,946) | (5,587) |
Net Amount | $ 620 | $ 1,579 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 221 months | 231 months |
Gross Carrying Amount | $ 60,734 | $ 52,574 |
Accumulated Amortization | (10,336) | (7,422) |
Net Amount | $ 50,398 | $ 45,152 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets Future amortization (Details) $ in Thousands | Dec. 29, 2017USD ($) |
Estimated amortization in fiscal year: | |
2,018 | $ 11,938 |
2,019 | 11,300 |
2,020 | 11,027 |
2,021 | 11,027 |
2,022 | 10,247 |
Thereafter | 84,781 |
Total | $ 140,320 |
Debt Obligations Schedule of de
Debt Obligations Schedule of debt obligations (Details) - USD ($) $ in Thousands | Dec. 29, 2017 | Dec. 30, 2016 |
Debt Instrument [Line Items] | ||
Deferred finance fees and original issue discount | $ (8,027) | $ (8,979) |
Total debt obligations | 317,822 | 332,520 |
Less: current installments | (3,827) | (14,795) |
Total debt obligations excluding current installments | 313,995 | 317,725 |
Senior secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 288,435 | 291,613 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 36,750 | 36,750 |
New Markets Tax Credit loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 11,000 |
Capital leases and financed software | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 664 | $ 2,136 |
Debt Obligations Schedule of ma
Debt Obligations Schedule of maturities of the company's debt (Details) $ in Thousands | Dec. 29, 2017USD ($) |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
2,018 | $ 3,827 |
2,019 | 3,184 |
2,020 | 3,184 |
2,021 | 39,934 |
2,022 | 275,720 |
Thereafter | 0 |
Total | $ 325,849 |
Debt Obligations (Details Narra
Debt Obligations (Details Narrative) | Dec. 13, 2017USD ($) | Apr. 26, 2017USD ($) | Sep. 14, 2016USD ($) | Jun. 27, 2016USD ($) | Jun. 22, 2016USD ($) | Apr. 06, 2015USD ($)$ / shares | Dec. 29, 2017USD ($) | Dec. 30, 2016USD ($) | Dec. 25, 2015USD ($) | Apr. 26, 2012USD ($) |
Debt Instrument [Line Items] | ||||||||||
Borrowing under revolving credit line | $ 24,000,000 | $ 33,200,000 | $ 209,982,000 | |||||||
Payments under revolving credit line | 24,000,000 | 126,582,000 | 116,600,000 | |||||||
Payments of debt financing costs | 761,000 | 7,782,000 | 1,012,000 | |||||||
Sinking fund, withdrawal | $ 2,939,000 | 0 | $ 0 | |||||||
Credit Facility | Term Loan Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum debt borrowing capacity | $ 305,000,000 | |||||||||
Payments under revolving credit line | $ 25,000,000 | |||||||||
Payments of debt financing costs | $ 761,000 | |||||||||
Effective interest rate | 5.57% | |||||||||
Quarterly amortization payments due | 0.25% | |||||||||
Credit Facility | Delayed Draw Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum debt borrowing capacity | $ 50,000,000 | |||||||||
Line of credit, deferral period | 6 months | |||||||||
Budgeted leverage ratio | 4.90 | |||||||||
Credit Facility | Delayed Draw Term Loan | MT Food | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing under revolving credit line | $ 14,000,000 | |||||||||
Credit Facility | ABL Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum debt borrowing capacity | $ 75,000,000 | |||||||||
Potential principal amount increase | $ 25,000,000 | |||||||||
Minimum consolidated fixed charge coverage ratio | 1 | |||||||||
Long-term line of credit outstanding balance | $ 0 | |||||||||
Amounts reserved for issuance of letters of credit | 10,195,000 | |||||||||
Line of credit facility, current borrowing capacity | 64,805,000 | |||||||||
Construction Loans | New Markets Tax Credit loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 11,000,000 | |||||||||
Interest rate (as a percent) | 1.00% | |||||||||
Payment increments to repay debt | 100,000 | |||||||||
Extinguishment of debt and accrued interest | $ 11,009,000 | |||||||||
Repayments of debt | 8,070,000 | |||||||||
Sinking fund, withdrawal | $ 2,939,000 | |||||||||
Convertible Subordinated Debt | Convertible subordinated notes effective April 2015 | Del Monte | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 36,750,000 | |||||||||
Interest rate (as a percent) | 2.50% | |||||||||
Maturity period | 6 years | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 29.70 | |||||||||
Period after which debt may be converted | 1 year | |||||||||
Interest expense | $ 919,000 | $ 919,000 | ||||||||
LIBOR | Credit Facility | Term Loan Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis points | 4.00% | 4.75% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 19, 2017 | Mar. 31, 2016 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Public offering of common stock (in shares) | 1,900,000 | ||||
Proceeds from issuance of common stock | $ 34,020,000 | ||||
Stock compensation expense | $ 3,018,000 | $ 2,579,000 | $ 3,539,000 | ||
Tax benefit for stock compensation | $ 1,283,000 | $ 1,469,000 | 588,000 | ||
Stock options grants (per option) | 259,577 | 0 | 259,577 | ||
Exercise price (in dollars per share) | $ 20.23 | $ 0 | $ 20.23 | ||
Weighted average grant date fair value (in dollars per option) | $ 9.44 | ||||
Unrecognized compensation cost for options | $ 715,000 | ||||
Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for grant (in shares) | 1,750,000 | ||||
Number of shares available for grant (in shares) | 553,708 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of RSAs vested | $ 1,703,000 | $ 1,779,000 | $ 3,110,000 | ||
Unvested RSAs outstanding (in shares) | 329,761 | 334,053 | 418,604 | ||
Compensation expense capitalized | $ 0 | ||||
Restricted Stock | Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average remaining term (in years) | 10 years | ||||
Unvested RSAs outstanding (in shares) | 329,761 | ||||
Total unrecognized compensation cost | $ 3,823,000 | ||||
Weighted-average remaining period of recognition (in months) | 25 months | ||||
Incentive Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized for grant (in shares) | 1,000,000 | ||||
Time-Based Restricted Share | Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested RSAs outstanding (in shares) | 2,646,000 | ||||
Weighted-average remaining period of recognition (in months) | 26 months | ||||
Performance-Based Restricted Share | Omnibus Equity Incentive Plan 2011 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested RSAs outstanding (in shares) | 1,177,000 | ||||
Weighted-average remaining period of recognition (in months) | 24 months | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining period of recognition (in months) | 14 months | ||||
Stock option vesting period (in years) | 3 years | ||||
Trade at or above to vest (per share) | $ 30 | ||||
Consecutive days | 20 days | ||||
Years of issuance | 4 years | ||||
Stock or unit option plan expense | $ 557,000 | $ 559,000 |
Stockholders' Equity Schedule o
Stockholders' Equity Schedule of restricted stock activity (Details) - Restricted Share Awards - $ / shares | 12 Months Ended | |
Dec. 29, 2017 | Dec. 30, 2016 | |
Number of Shares | ||
Unvested at beginning (in shares) | 334,053 | 418,604 |
Granted shares (in shares) | 207,871 | 214,274 |
Vested shares (in shares) | (116,442) | (108,400) |
Forfeited shares (in shares) | (95,721) | (190,425) |
Unvested at ending (in shares) | 329,761 | 334,053 |
Weighted Average Grant Date Fair Value | ||
Unvested at beginning (in dollars per share) | $ 18.69 | $ 18.54 |
Granted shares (in dollars per share) | 14.84 | 17.75 |
Vested shares (in dollars per share) | 18.36 | 18 |
Forfeited shares (in dollars per share) | 17.73 | 16.82 |
Unvested at ending (in dollars per share) | $ 16.69 | $ 18.69 |
Stockholders' Equity Summary of
Stockholders' Equity Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2016 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 |
Shares | ||||
Outstanding (in shares) | 209,071 | 0 | ||
Granted (in shares) | 259,577 | 0 | 259,577 | |
Exercised (in shares) | 0 | 0 | ||
Forfeited (in shares) | (17,263) | (50,506) | ||
Outstanding (in shares) | 191,808 | 209,071 | ||
Exercisable (in shares) | 0 | |||
Weighted Average Exercise Price | ||||
Outstanding (in usd per share) | $ 20.23 | $ 0 | ||
Granted (in usd per share) | $ 20.23 | 0 | 20.23 | |
Exercised (in usd per share) | 0 | 0 | ||
Forfeited (in usd per share) | 20.23 | 20.23 | ||
Outstanding (in usd per share) | 20.23 | $ 20.23 | ||
Exercisable (in usd per share) | $ 0 | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 33 | $ 0 | $ 0 | |
Exercisable | $ 0 | |||
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding | 8 years 2 months 12 days | 9 years 2 months |
Stockholders' Equity Schedule61
Stockholders' Equity Schedule of key assumptions for weighted average grant date fair value of options (Details) - Stock options | 12 Months Ended |
Dec. 29, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility of common stock (based on our historical stock price) | 42.80% |
Risk-free interest rate | 1.91% |
Expected term (median years until the simulated stock price exceeds target) | 1 year 4 months 17 days |
Leases Schedule of future minim
Leases Schedule of future minimum lease payments (Details) $ in Thousands | Dec. 29, 2017USD ($) |
Property, Plant and Equipment [Line Items] | |
2,018 | $ 20,831 |
2,019 | 18,528 |
2,020 | 16,851 |
2,021 | 14,544 |
2,022 | 12,444 |
Thereafter | 41,920 |
Total minimum lease payments | 125,118 |
Related Party Real Estate | Real Estate | |
Property, Plant and Equipment [Line Items] | |
2,018 | 1,230 |
2,019 | 1,250 |
2,020 | 1,270 |
2,021 | 1,290 |
2,022 | 1,224 |
Thereafter | 2,153 |
Total minimum lease payments | 8,417 |
Third Party | Real Estate | |
Property, Plant and Equipment [Line Items] | |
2,018 | 7,812 |
2,019 | 6,885 |
2,020 | 7,271 |
2,021 | 6,834 |
2,022 | 6,504 |
Thereafter | 36,822 |
Total minimum lease payments | 72,128 |
Third Party | Vehicles | |
Property, Plant and Equipment [Line Items] | |
2,018 | 10,312 |
2,019 | 9,283 |
2,020 | 7,843 |
2,021 | 6,169 |
2,022 | 4,632 |
Thereafter | 2,945 |
Total minimum lease payments | 41,184 |
Third Party | Other | |
Property, Plant and Equipment [Line Items] | |
2,018 | 1,477 |
2,019 | 1,110 |
2,020 | 467 |
2,021 | 251 |
2,022 | 84 |
Thereafter | 0 |
Total minimum lease payments | $ 3,389 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Leases [Abstract] | |||
Rent expense operating leases | $ 26,678 | $ 24,202 | $ 20,199 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax benefit related to enactment of the Tax Act | $ 3,573 | $ 3,573 | $ 0 | $ 0 |
Effective income tax rate | 22.00% | 41.40% | ||
Deferred tax assets, valuation allowance | 289 | $ 289 | $ 0 | |
Foreign income (loss) from continuing operations before income tax | (691) | $ (154) | $ (209) | |
Internal Revenue Service (IRS) | Qzina Specialty Foods North America Inc | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net loss carryforwards | $ 593 | $ 593 |
Income Taxes Schedule of provis
Income Taxes Schedule of provision of income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Current income tax expense (benefit): | |||
Federal | $ 3,342 | $ (491) | $ 9,538 |
State | 1,403 | 153 | 2,773 |
Total current income tax expense (benefit) | 4,745 | (338) | 12,311 |
Deferred income tax expense (benefit): | |||
Federal | (1,059) | 2,441 | (725) |
Foreign | 215 | 49 | 19 |
State | 141 | 501 | (103) |
Total deferred income tax expense (benefit) | (703) | 2,991 | (809) |
Total income tax expense | $ 4,042 | $ 2,653 | $ 11,502 |
Income Taxes Schedule of income
Income Taxes Schedule of income tax reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Statutory U.S. Federal tax | $ 6,443 | $ 1,987 | $ 9,700 | |
Differences due to: | ||||
State and local taxes, net of federal benefit | 1,112 | 470 | 1,728 | |
Foreign tax rate differential | (82) | (168) | (63) | |
Impact of the Tax Act | $ (3,573) | (3,573) | 0 | 0 |
Other | 142 | 364 | 137 | |
Total income tax expense | $ 4,042 | $ 2,653 | $ 11,502 |
Schedule of deferred tax assets
Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 29, 2017 | Dec. 30, 2016 |
Deferred tax assets: | ||
Receivables and inventory | $ 3,969 | $ 5,230 |
Accrued expenses | 1,542 | 2,122 |
Self-insurance reserves | 2,179 | 2,515 |
Net operating loss carryforwards | 1,191 | 2,498 |
Stock compensation | 1,017 | 1,122 |
Other | 1,696 | 1,213 |
Total deferred tax assets | 11,594 | 14,700 |
Deferred tax liabilities: | ||
Property & equipment | (1,701) | (1,759) |
Intangible assets | (10,784) | (12,962) |
Contingent earn-out liabilities | (3,646) | (5,020) |
Prepaid expenses and other | (1,189) | (1,917) |
Total deferred tax liabilities | (17,320) | (21,658) |
Valuation allowance | (289) | 0 |
Total net deferred tax liability | $ (6,015) | $ (6,958) |
Supplemental Disclosures of C68
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for income taxes, net of cash received | $ 333 | $ 6,368 | $ 11,047 |
Cash paid for interest, net of loss on debt extinguishment | 20,796 | 17,790 | 11,462 |
Non-cash financing activity: | |||
Sinking fund, withdrawal | 2,939 | 0 | 0 |
Non-cash investing activity: | |||
Common stock issued for acquisitions | 3,300 | 0 | 24,689 |
Convertible notes issued for acquisitions | 0 | 0 | 36,750 |
Acquisition purchase price payable | 0 | 500 | 0 |
Contingent earn-out liabilities for acquisitions | $ 4,445 | $ 500 | $ 13,139 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Defined Contribution Plan [Abstract] | |||
Employers contribution to employees under 401k plan | 50.00% | ||
Maximum employees contribution under 401k plan | 6.00% | ||
Employers contribution, per associate | $ 2,500 | ||
Matching contribution under 401k plan begin vesting period | 2 years | ||
Matching contribution under 401k plan fully vested period | 6 years | ||
Matching contribution under 401k plan | $ 1,172,000 | $ 1,049,000 | $ 858,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) | 12 Months Ended | ||
Dec. 29, 2017USD ($)warehouse | Dec. 30, 2016USD ($) | Dec. 25, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Number of warehouses previously leased | warehouse | 2 | ||
Ownership interest in facilities owned by entities controlled by company's stockholders | 100.00% | ||
Tara Brennan expenses | $ 533,000 | $ 616,000 | $ 1,406,000 |
TJ Management Co. LLC | |||
Related Party Transaction [Line Items] | |||
Tara Brennan expenses | $ 219,000 | 210,000 | 156,000 |
Equity interest in related parties | 8.33% | ||
Architexture Studios, Inc. | |||
Related Party Transaction [Line Items] | |||
Purchase of products | $ 137,000 | 315,000 | 827,000 |
Old World Provisions | |||
Related Party Transaction [Line Items] | |||
Purchase of products | $ 1,713,000 | 1,269,000 | 963,000 |
Christopher Pappas | |||
Related Party Transaction [Line Items] | |||
Equity interest in related parties | 8.33% | ||
Revenue from related parties | $ 121,000 | 109,000 | 117,000 |
TJ Management Co. LLC | ConAgra Foods, Inc | |||
Related Party Transaction [Line Items] | |||
Purchase of products | $ 701,000 | 722,000 | |
Directors | |||
Related Party Transaction [Line Items] | |||
Number of warehouse facilities leased from prior owners of newly acquired company | warehouse | 2 | ||
John DeBenedetti | TJ Management Co. LLC | |||
Related Party Transaction [Line Items] | |||
Equity interest in related parties | 50.00% | ||
Theresa Lincoln | TJ Management Co. LLC | |||
Related Party Transaction [Line Items] | |||
Tara Brennan expenses | $ 234,000 | 225,000 | 167,000 |
Theresa Lincoln | Tara Brennan | |||
Related Party Transaction [Line Items] | |||
Tara Brennan expenses | 180,000 | 184,000 | |
Constantine Papataros | |||
Related Party Transaction [Line Items] | |||
Compensation paid | 188,000 | 194,000 | 169,000 |
John Pappas | |||
Related Party Transaction [Line Items] | |||
Compensation paid | 593,000 | 597,000 | 882,000 |
Board of Directors Chairman | John Pappas | |||
Related Party Transaction [Line Items] | |||
Compensation paid | $ 0 | 0 | 0 |
C. Pappas, J. Couri and S. Hanson | Interest in Aircraft | |||
Related Party Transaction [Line Items] | |||
Equity interest in related parties | 50.00% | ||
Aircraft rental expenses | $ 36,000 | $ 21,000 | $ 182,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Dec. 29, 2017 | Dec. 30, 2016 |
Other Commitments [Line Items] | ||
Self insurance reserve | $ 858 | $ 773 |
Percentage of employees represented by unions | 9.90% | |
Automobiles | ||
Other Commitments [Line Items] | ||
Self insurance reserve | $ 1,078 | 1,068 |
Workers Compensation | ||
Other Commitments [Line Items] | ||
Self insurance reserve | $ 9,594 | $ 7,280 |
Valuation Reserves (Details)
Valuation Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 6,848 | $ 5,803 | $ 4,675 |
Additions Charged to Expense | 4,061 | 3,224 | 2,909 |
Deductions | (2,883) | (2,179) | (1,781) |
Balance at End of Period | 8,026 | 6,848 | 5,803 |
Inventory valuation reserve | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 2,122 | 1,956 | 1,130 |
Additions Charged to Expense | 2,996 | 3,043 | 3,288 |
Deductions | (3,184) | (2,877) | (2,462) |
Balance at End of Period | 1,934 | 2,122 | 1,956 |
Allowance for deferred tax assets | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | 0 |
Additions Charged to Expense | 289 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ 289 | $ 0 | $ 0 |
Quarterly Results (unaudited)73
Quarterly Results (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 30, 2016 | Sep. 23, 2016 | Jun. 24, 2016 | Mar. 25, 2016 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 357,098 | $ 325,076 | $ 331,656 | $ 287,690 | $ 342,904 | $ 297,917 | $ 291,209 | $ 260,836 | |||
Gross profit | 91,973 | 80,905 | 82,596 | 73,904 | 89,064 | 74,392 | 71,803 | 65,958 | $ 329,378 | $ 301,217 | $ 268,711 |
Operating profit | 15,349 | 10,494 | 12,163 | 3,121 | 22,404 | 8,286 | 11,188 | 5,360 | 41,127 | 47,239 | 40,400 |
Income before income taxes | 10,046 | 4,891 | 6,283 | (2,812) | 16,155 | 2,299 | (14,479) | 1,701 | 18,408 | 5,676 | 27,711 |
Net income | $ 9,483 | $ 2,851 | $ 3,674 | $ (1,642) | $ 9,142 | $ 1,343 | $ (8,455) | $ 993 | $ 14,366 | $ 3,023 | $ 16,209 |
Basic net income per share (in dollars per share) | $ 0.36 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.35 | $ 0.05 | $ (0.33) | $ 0.04 | $ 0.55 | $ 0.12 | $ 0.63 |
Diluted net income per share (in dollars per share) | $ 0.35 | $ 0.11 | $ 0.14 | $ (0.06) | $ 0.34 | $ 0.05 | $ (0.33) | $ 0.04 | $ 0.54 | $ 0.12 | $ 0.63 |
Business Acquisition [Line Items] | |||||||||||
Tax benefit related to enactment of the Tax Act | $ 3,573 | $ 3,573 | $ 0 | $ 0 | |||||||
Loss on debt extinguishment | $ 22,310 | $ 0 | $ 22,310 | $ 0 | |||||||
Del Monte | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Increase (decrease) in contingent consideration | $ (8,347) |