Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 29, 2018 | Aug. 06, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Chefs' Warehouse, Inc. | |
Entity Central Index Key | 1,517,175 | |
Document Type | 10-Q | |
Trading Symbol | CHEF | |
Document Period End Date | Jun. 29, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-28 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,971,859 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 39,593 | $ 41,504 |
Accounts receivable, net of allowance of $8,523 in 2018 and $8,026 in 2017 | 143,766 | 142,170 |
Inventories, net | 115,902 | 102,083 |
Prepaid expenses and other current assets | 9,686 | 11,083 |
Total current assets | 308,947 | 296,840 |
Equipment and leasehold improvements, net | 71,992 | 68,378 |
Software costs, net | 5,104 | 6,034 |
Goodwill | 181,996 | 173,202 |
Intangible assets, net | 135,860 | 140,320 |
Other assets | 4,196 | 2,975 |
Total assets | 708,095 | 687,749 |
Current liabilities: | ||
Accounts payable | 83,321 | 70,019 |
Accrued liabilities | 22,066 | 21,871 |
Accrued compensation | 10,797 | 12,556 |
Current portion of long-term debt | 3,219 | 3,827 |
Total current liabilities | 119,403 | 108,273 |
Long-term debt, net of current portion | 313,333 | 313,995 |
Deferred taxes, net | 7,114 | 6,015 |
Other liabilities and deferred credits | 12,146 | 10,865 |
Total liabilities | 451,996 | 439,148 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding June 29, 2018 and December 29, 2017 | 0 | 0 |
Common Stock, $0.01 par value, 100,000,000 shares authorized, 28,726,073 and 28,442,208 shares issued and outstanding at June 29, 2018 and December 29, 2017, respectively | 287 | 284 |
Additional paid-in capital | 168,332 | 166,997 |
Accumulated other comprehensive loss | (2,752) | (1,549) |
Retained earnings | 90,232 | 82,869 |
Stockholders’ equity | 256,099 | 248,601 |
Total liabilities and stockholders’ equity | $ 708,095 | $ 687,749 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 8,523 | $ 8,026 |
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) | 28,726,073 | 28,442,208 |
Common Stock, outstanding (in shares) | 28,726,073 | 28,442,208 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 370,442 | $ 331,656 | $ 689,057 | $ 619,346 |
Cost of sales | 277,202 | 249,060 | 516,295 | 462,846 |
Gross profit | 93,240 | 82,596 | 172,762 | 156,500 |
Operating expenses | 78,292 | 70,433 | 152,074 | 141,216 |
Operating income | 14,948 | 12,163 | 20,688 | 15,284 |
Interest expense | 5,381 | 5,880 | 10,360 | 11,813 |
Loss on asset disposal | 30 | 0 | 30 | 0 |
Income before income taxes | 9,537 | 6,283 | 10,298 | 3,471 |
Provision for income tax expense | 2,718 | 2,609 | 2,935 | 1,439 |
Net income | 6,819 | 3,674 | 7,363 | 2,032 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (281) | 235 | (1,203) | 236 |
Comprehensive income | $ 6,538 | $ 3,909 | $ 6,160 | $ 2,268 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.26 | $ 0.08 |
Diluted (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.26 | $ 0.08 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 28,166,875 | 25,990,580 | 28,144,782 | 25,971,409 |
Diluted (in shares) | 29,595,247 | 27,276,575 | 28,311,549 | 26,021,439 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 7,363 | $ 2,032 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 4,500 | 4,227 |
Amortization | 5,983 | 5,731 |
Provision for allowance for doubtful accounts | 1,646 | 1,747 |
Deferred rent | 471 | 195 |
Deferred taxes | 185 | 588 |
Amortization of deferred financing fees | 1,102 | 1,064 |
Stock compensation | 1,909 | 1,614 |
Change in fair value of contingent earn-out liability | 228 | 48 |
Loss on sale of assets | 30 | 0 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (173) | (2,922) |
Inventories | (10,182) | (8,678) |
Prepaid expenses and other current assets | 1,524 | 4,304 |
Accounts payable, accrued liabilities and accrued compensation | 5,692 | 11,903 |
Other liabilities | (485) | 42 |
Other assets | (875) | (219) |
Net cash provided by operating activities | 18,918 | 21,676 |
Cash flows from investing activities: | ||
Capital expenditures | (5,545) | (6,370) |
Proceeds from asset disposals | 30 | 0 |
Cash paid for acquisitions, net of cash received | (11,899) | 0 |
Net cash used in investing activities | (17,414) | (6,370) |
Cash flows from financing activities: | ||
Payment of debt | (2,248) | (10,444) |
Cash paid for deferred financing fees | (534) | 0 |
Surrender of shares to pay withholding taxes | (571) | (319) |
Cash paid for contingent earn-out liability | 0 | (500) |
Net cash used in financing activities | (3,353) | (11,263) |
Effect of foreign currency translation on cash and cash equivalents | (62) | 99 |
Net (decrease) increase in cash and cash equivalents | (1,911) | 4,142 |
Cash and cash equivalents-beginning of period | 41,504 | 32,862 |
Cash and cash equivalents-end of period | $ 39,593 | $ 37,004 |
Operations and Basis of Present
Operations and Basis of Presentation | 6 Months Ended |
Jun. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Basis of Presentation | Operations and Basis of Presentation Description of Business and Basis of Presentation The financial statements include the consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. The Company operates in one reportable segment, food product distribution, which is concentrated primarily 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. Unaudited Interim Financial Statements The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 29, 2017 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on March 9, 2018 . The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 9, 2018 , and in the opinion of management include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and twenty-six weeks ended June 29, 2018 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. Guidance Adopted in 2018 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. 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. The Company adopted this guidance as of December 30, 2017 using the modified retrospective approach. Under this approach, prior financial statements are not restated and the cumulative effect adjustment was immaterial to the Company’s financial statements. In addition, the Company made an accounting policy election to adopt the permitted practical expedient that allows an entity to expense the incremental costs of acquiring a contract as incurred if the amortization period is one year or less. Guidance Not Yet Adopted Comprehensive Income: In February 2018, the FASB issued guidance that permits a Company to reclassify the stranded tax effects in accumulated other comprehensive income resulting from the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) to retained earnings. The guidance also requires companies to disclose the accounting policy for releasing disproportionate tax effects from accumulated other comprehensive income. The 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 adoption is not expected to have a material impact on the Company’s consolidated financial statements. 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. In July 2018, the FASB issued new guidance that provided for a new optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to opening retained earnings. Under this approach comparative periods are not restated. The Company expects to adopt this guidance when effective using the new optional transition method. The Company 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 6 Months Ended |
Jun. 29, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized. The Company’s net sales are disaggregated by product category. The center-of-the-plate category consists of an extensive line of products including custom cut beef, seafood, poultry, and other entrée proteins. The specialty product category consists of all other remaining net sales. The following table presents our net sales by product category: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Specialty $ 210,316 $ 185,036 $ 387,189 $ 348,198 Center-of-the-plate 160,126 146,620 301,868 271,148 Net sales $ 370,442 $ 331,656 $ 689,057 $ 619,346 Deferred Revenue Certain customer arrangements in the Company’s direct-to-consumer business, including gift card purchases, result in deferred revenues when cash payments are received in advance of performance. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage. Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns. Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote. The following table presents the changes in deferred revenue, reflected as accrued liabilities on the Company’s consolidated balance sheets: Balance as of December 29, 2017 $ 1,283 Cash payments received 7,036 Net sales recognized (7,497 ) Balance as of June 29, 2018 $ 822 Right of Return The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods. The Company recorded a refund liability of $292 as of June 29, 2018 . Refund liabilities are reflected as accrued liabilities on the consolidated balance sheets. The Company recognized a corresponding asset of $184 as of June 29, 2018 for its right to recover products from customers on settling its refund liabilities. This asset is reflected as inventories, net on the consolidated balance sheets. Contract Costs Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within operating expenses on the Company’s consolidated statements of operations. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 29, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted net income per share: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Net income per share: Basic $ 0.24 $ 0.14 $ 0.26 $ 0.08 Diluted $ 0.24 $ 0.14 $ 0.26 $ 0.08 Weighted average common shares: Basic 28,166,875 25,990,580 28,144,782 25,971,409 Diluted 29,595,247 27,276,575 28,311,549 26,021,439 Reconciliation of net income per common share: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Numerator: Net income $ 6,819 $ 3,674 $ 7,363 $ 2,032 Add effect of dilutive securities: Interest on convertible notes, net of tax 164 134 — — Net income available to common shareholders $ 6,983 $ 3,808 $ 7,363 $ 2,032 Denominator: Weighted average basic common shares outstanding 28,166,875 25,990,580 28,144,782 25,971,409 Dilutive effect of unvested common shares 190,998 48,621 166,767 50,030 Dilutive effect of convertible notes 1,237,374 1,237,374 — — Weighted average diluted common shares outstanding 29,595,247 27,276,575 28,311,549 26,021,439 Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Restricted Share Awards (RSAs) — 115,989 5,762 147,288 Stock options — 201,878 — 204,512 Convertible subordinated notes — — 1,237,374 1,237,374 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value The Company’s contingent earn-out liabilities are measured at fair value. These liabilities were estimated using Level 3 inputs. Long-term earn-out liabilities were $5,420 and $4,228 as of June 29, 2018 and December 29, 2017 , respectively, and are reflected as other liabilities and deferred credits on the consolidated balance sheets. The remaining short-term earn-out liabilities are reflected as accrued liabilities on the consolidated balance sheets. The fair value of contingent consideration was determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. The following table presents the changes in Level 3 contingent earn-out liabilities: Del Monte Fells Point Other Acquisitions Total Balance December 29, 2017 $ 649 $ 4,579 $ — $ 5,228 Acquisition — — 964 964 Changes in fair value 28 200 — 228 Balance June 29, 2018 $ 677 $ 4,779 $ 964 $ 6,420 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 asset based loan facility and term loans approximated their book values as of June 29, 2018 and December 29, 2017 , 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 table presents the carrying value and fair value of the Company’s convertible subordinated notes. In estimating the fair value of these convertible subordinated 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. June 29, 2018 December 29, 2017 Carrying Value Fair Value Carrying Value Fair Value Convertible Subordinated Notes $ 36,750 $ 43,635 $ 36,750 $ 38,091 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 29, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Fells Point On August 25, 2017 , the Company entered into an asset purchase agreement to acquire substantially all of the assets of Fells Point Wholesale Meats, Inc. (“Fells Point”), a specialty protein manufacturer and distributor based in the metro Baltimore and Washington DC area. The final purchase price for the transaction was approximately $34,124 , including $29,722 paid in cash at closing, $3,300 consisting of 185,442 shares of the Company’s common stock and $1,102 paid upon settlement of a net working capital true-up. During the first quarter of 2018, the Company finalized a valuation of the tangible and intangible assets of Fells Point as of the acquisition date. As a result, the Company recorded a measurement period adjustment that increased goodwill by $2,300 and decreased customer relationships and trademarks by $1,500 and $800 , respectively. These assets are valued at fair value using Level 3 inputs. Customer relationships and trademarks are being amortized over 15 and 20 years, respectively. Goodwill is being 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 center-of-the-plate business in the Northeast and Mid-Atlantic regions, as well as any intangible assets that do not qualify for separate recognition. 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 $65 and $129 during the thirteen and twenty-six weeks ended June 29, 2018 , respectively. The Company reflected net sales and income before taxes of $32,088 and $1,651 , respectively, during the twenty-six weeks ended June 29, 2018 for Fells Point in its consolidated statement of operations. The table below sets forth the purchase price allocation of the Fells Point acquisition: Fells Point Current assets (includes cash acquired) $ 6,971 Customer relationships 13,600 Trademarks 7,300 Non-compete agreement 400 Goodwill 9,035 Fixed assets 2,459 Current liabilities (1,196 ) Earn-out liability (4,445 ) Total consideration $ 34,124 During the twenty-six weeks ended June 29, 2018 , the Company paid approximately $11,399 on small strategic acquisitions. |
Inventories
Inventories | 6 Months Ended |
Jun. 29, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consists 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 $1,921 and $1,934 at June 29, 2018 and December 29, 2017 , respectively. |
Equipment and Leasehold Improve
Equipment and Leasehold Improvements | 6 Months Ended |
Jun. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements Equipment and leasehold improvements as of June 29, 2018 and December 29, 2017 consisted of the following: Useful Lives June 29, 2018 December 29, 2017 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,342 1,292 Machinery and equipment 5-10 years 16,519 16,183 Computers, data processing and other equipment 3-7 years 10,451 9,924 Leasehold improvements 7-22 years 57,611 53,653 Furniture and fixtures 7 years 3,115 3,100 Vehicles 5-7 years 2,580 2,570 Other 7 years 95 95 Construction-in-process 17,249 15,030 110,132 103,017 Less: accumulated depreciation and amortization (38,140 ) (34,639 ) Equipment and leasehold improvements, net $ 71,992 $ 68,378 Construction-in-process at June 29, 2018 and December 29, 2017 related primarily to the implementation of the Company’s Enterprise Resource Planning (“ERP”) system and the buildout of the Company’s distribution center in Union City CA. The buildout of the Company’s Union City distribution center was completed during the first quarter of fiscal 2018. The rollout of its ERP system will continue through fiscal 2019. At June 29, 2018 and December 29, 2017 , the Company had $530 of equipment and vehicles financed by capital leases. The Company recorded depreciation on equipment under capital leases of $16 and $15 on these assets during the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $32 and $30 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. Depreciation expense, excluding capital leases, was $1,708 and $1,697 for the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $3,535 and $3,429 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. Capitalized software has an estimated useful life of three to seven years . Amortization expense on software was $460 and $393 for the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $933 and $768 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 29, 2017 $ 173,202 Goodwill adjustments 3,303 Acquisitions 5,539 Foreign currency translation (48 ) Carrying amount as of June 29, 2018 $ 181,996 The goodwill adjustment relates to the Fells Point 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 June 29, 2018 and December 29, 2017 consisted of the following: June 29, 2018: Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 119,358 $ (31,870 ) $ 87,488 Non-compete agreements 7,579 (7,208 ) 371 Trademarks 59,892 (11,891 ) 48,001 Total $ 186,829 $ (50,969 ) $ 135,860 December 29, 2017: Customer relationships $ 117,006 $ (27,704 ) $ 89,302 Non-compete agreements 7,566 (6,946 ) 620 Trademarks 60,734 (10,336 ) 50,398 Total $ 185,306 $ (44,986 ) $ 140,320 The Company occasionally makes small, tuck-in acquisitions that are immaterial, both individually and in the aggregate. Therefore, increases in goodwill and gross intangible assets per the above tables may not agree to the increases of these assets as shown in Note 5 “Acquisitions.” Amortization expense for other intangibles was $3,080 and $2,911 for the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $5,983 and $5,731 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. Estimated amortization expense for other intangibles for the remainder of the fiscal year ending December 28, 2018 and each of the next five fiscal years and thereafter is as follows: 2018 $ 5,894 2019 11,418 2020 11,145 2021 11,140 2022 10,360 2023 9,332 Thereafter 76,571 Total $ 135,860 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 29, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of June 29, 2018 and December 29, 2017 consisted of the following: June 29, 2018 December 29, 2017 Senior secured term loan $ 286,845 $ 288,435 Convertible subordinated notes 36,750 36,750 Capital leases and financed software 66 664 Deferred finance fees and original issue discount (7,109 ) (8,027 ) Total debt obligations 316,552 317,822 Less: current installments (3,219 ) (3,827 ) Total debt obligations excluding current installments $ 313,333 $ 313,995 On June 29, 2018 , the Company entered into a credit agreement (the “New ABL Credit Agreement”) with a group of lenders for which BMO Harris Bank, N.A. acts as administrative agent. The ABL Credit Agreement replaces the Company’s prior asset based loan facility (the “Prior ABL”). The ABL Credit Agreement provides for an asset based loan facility (the “ABL Facility”) in the aggregate amount of up to $150,000 , up from $75,000 under the Prior ABL. Availability under the ABL Facility will be limited to a borrowing base equal to 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. 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 the earlier of June 29, 2023 and 90 days prior to the maturity date of the Company’s Term Loan. 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. 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. The Company incurred transaction costs of $880 which were capitalized as deferred financing fees to be amortized over the term of the ABL Facility. There were no outstanding balances under the ABL Facility as of June 29, 2018 . As of June 29, 2018 , the Company was in compliance with all debt covenants and the Company had reserved $12,145 of the ABL Facility for the issuance of letters of credit. As of June 29, 2018 , funds totaling $137,855 were available for borrowing under the ABL facility. The interest rate on the Company’s senior secured term loan was 6.09% at June 29, 2018 . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 29, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following table reflects the activity of restricted share awards (“RSAs”) during the twenty-six weeks ended June 29, 2018 : Shares Weighted Average Unvested at December 29, 2017 329,761 $ 16.69 Granted 309,671 23.57 Vested (94,034 ) 18.27 Forfeited (1,506 ) 17.13 Unvested at June 29, 2018 543,892 $ 20.34 The Company granted 309,671 RSAs to its employees and directors at a weighted average grant date fair value of $23.57 each during the twenty-six weeks ended June 29, 2018 . These awards are a mix of time and performance based grants which will vest over periods of 3 months to 4 years . The Company recognized expense totaling $921 and $712 on its RSAs during the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $1,608 and $1,316 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. At June 29, 2018 , the total unrecognized compensation cost for unvested RSAs was $6,950 and the weighted-average remaining useful life was approximately 2.3 years . Of this total, $3,850 related to RSAs with time-based vesting provisions and $3,100 related to RSAs with performance-based vesting provisions. At June 29, 2018 , the weighted-average remaining useful lives for time-based vesting and performance-based vesting RSAs were approximately 2.2 years and 2.4 years , respectively. The Company recognized expense of $151 and $158 on stock options during the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $301 and $298 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. At June 29, 2018 , the total unrecognized compensation cost for these options was $415 to be recognized over a weighted-average period of approximately 0.7 years . As of June 29, 2018 , there were 245,543 shares available for grant under the Company’s 2011 Omnibus Equity Incentive Plan. No share-based compensation expense has been capitalized. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 29, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The Chefs’ Warehouse Mid-Atlantic, LLC, a subsidiary of the Company, leases a distribution facility that is 100% owned by entities controlled by Christopher Pappas, the Company’s chairman, president and chief executive officer, and John Pappas, the Company’s vice chairman and one of its directors, and are deemed to be affiliates of these individuals. Expense related to this facility totaled $133 during the thirteen weeks ended June 29, 2018 and June 30, 2017 , and $266 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 . This lease expires on September 30, 2019 . The Company purchases products from ConAgra Foods, Inc. of which Steve Goldstone, a Director of the Company, is a member of the board of directors. The Company purchased approximately $171 and $152 worth of products from ConAgra Foods, Inc. during the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $486 and $354 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. John DeBenedetti is a prior owner of Del Monte and served on the Company’s board of directors through April 20, 2018 at which point he ceased to be a related party. Mr. J. DeBenedetti, indirectly through TJ Investments, LLC, owns an 8.33% ownership interest in Old World Provisions, which supplies products to the Company since the Del Monte acquisition. The Company purchased approximately $92 and $474 of products during the three weeks ended April 20, 2018 and the sixteen weeks ended April 20, 2018, respectively, and $489 and $865 of products during the thirteen weeks ended June 30, 2017 and twenty-six weeks ended June 30, 2017 , respectively. Mr. J. DeBenedetti is not involved in the day-to-day management of Old World Provisions. 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 $103 and $91 in total compensation, respectively, for the thirteen weeks ended June 29, 2018 and June 30, 2017 , respectively, and $530 and $395 during the twenty-six weeks ended June 29, 2018 and June 30, 2017 , respectively. John Pappas did no t receive any compensation during the twenty-six ended June 29, 2018 or June 30, 2017 for his service on the Company’s Board of Directors. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 6 Months Ended |
Jun. 29, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Twenty-six Weeks Ended June 29, 2018 June 30, 2017 Supplemental cash flow disclosures: Net cash paid (received) for income taxes $ 2,650 $ (1,684 ) Cash paid for interest $ 9,703 $ 9,947 Non cash financing activities: Sinking funds used to retire debt $ — $ 2,939 Non-cash investing activity: Contingent earn-out liabilities for acquisitions $ 964 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 29, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 6, 2018 , the Company borrowed $47,100 under its ABL Facility and made an equivalent prepayment on its senior secured term loan. On April 6, 2015 , Del Monte Capital Meat Company, LLC (the “The Notes Issuer”), a wholly-owned subsidiary of 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 entities as partial consideration in the Del Monte acquisition. On July 25, 2018, the holders converted these notes into 1,246,272 shares of the Company’s common stock. The common share equivalents of the Convertible Subordinated Notes have been included in the calculation of fully diluted net income per share in each period since issuance if their impact was dilutive. |
Operations and Basis of Prese19
Operations and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Period | The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. |
Consolidation | The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Unaudited Interim Financial Statements | The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 29, 2017 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on March 9, 2018 . The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 9, 2018 , and in the opinion of management include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and twenty-six weeks ended June 29, 2018 are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. |
Guidance Adopted in 2018 and Guidance Not Yet Adopted | Guidance Adopted in 2018 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. 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. The Company adopted this guidance as of December 30, 2017 using the modified retrospective approach. Under this approach, prior financial statements are not restated and the cumulative effect adjustment was immaterial to the Company’s financial statements. In addition, the Company made an accounting policy election to adopt the permitted practical expedient that allows an entity to expense the incremental costs of acquiring a contract as incurred if the amortization period is one year or less. Guidance Not Yet Adopted Comprehensive Income: In February 2018, the FASB issued guidance that permits a Company to reclassify the stranded tax effects in accumulated other comprehensive income resulting from the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) to retained earnings. The guidance also requires companies to disclose the accounting policy for releasing disproportionate tax effects from accumulated other comprehensive income. The 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 adoption is not expected to have a material impact on the Company’s consolidated financial statements. 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. In July 2018, the FASB issued new guidance that provided for a new optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to opening retained earnings. Under this approach comparative periods are not restated. The Company expects to adopt this guidance when effective using the new optional transition method. The Company 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. |
Revenue Recognition, Deferred Revenue, Right of Return | Certain customer arrangements in the Company’s direct-to-consumer business, including gift card purchases, result in deferred revenues when cash payments are received in advance of performance. Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized. The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods. |
Contract Costs | Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within operating expenses on the Company’s consolidated statements of operations. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents our net sales by product category: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Specialty $ 210,316 $ 185,036 $ 387,189 $ 348,198 Center-of-the-plate 160,126 146,620 301,868 271,148 Net sales $ 370,442 $ 331,656 $ 689,057 $ 619,346 |
Changes in Deferred Revenue | The following table presents the changes in deferred revenue, reflected as accrued liabilities on the Company’s consolidated balance sheets: Balance as of December 29, 2017 $ 1,283 Cash payments received 7,036 Net sales recognized (7,497 ) Balance as of June 29, 2018 $ 822 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net (loss) income per share | The following table sets forth the computation of basic and diluted net income per share: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Net income per share: Basic $ 0.24 $ 0.14 $ 0.26 $ 0.08 Diluted $ 0.24 $ 0.14 $ 0.26 $ 0.08 Weighted average common shares: Basic 28,166,875 25,990,580 28,144,782 25,971,409 Diluted 29,595,247 27,276,575 28,311,549 26,021,439 |
Schedule of reconciliation of earnings per share | Reconciliation of net income per common share: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Numerator: Net income $ 6,819 $ 3,674 $ 7,363 $ 2,032 Add effect of dilutive securities: Interest on convertible notes, net of tax 164 134 — — Net income available to common shareholders $ 6,983 $ 3,808 $ 7,363 $ 2,032 Denominator: Weighted average basic common shares outstanding 28,166,875 25,990,580 28,144,782 25,971,409 Dilutive effect of unvested common shares 190,998 48,621 166,767 50,030 Dilutive effect of convertible notes 1,237,374 1,237,374 — — Weighted average diluted common shares outstanding 29,595,247 27,276,575 28,311,549 26,021,439 |
Schedule of anti-dilutive securities excluded from diluted net income (loss) per common share | Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive: Thirteen Weeks Ended Twenty-six Weeks Ended June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Restricted Share Awards (RSAs) — 115,989 5,762 147,288 Stock options — 201,878 — 204,512 Convertible subordinated notes — — 1,237,374 1,237,374 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
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: Del Monte Fells Point Other Acquisitions Total Balance December 29, 2017 $ 649 $ 4,579 $ — $ 5,228 Acquisition — — 964 964 Changes in fair value 28 200 — 228 Balance June 29, 2018 $ 677 $ 4,779 $ 964 $ 6,420 |
Schedule of carrying value and fair value of the company's convertible subordinated notes | The following table presents the carrying value and fair value of the Company’s convertible subordinated notes. In estimating the fair value of these convertible subordinated 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. June 29, 2018 December 29, 2017 Carrying Value Fair Value Carrying Value Fair Value Convertible Subordinated Notes $ 36,750 $ 43,635 $ 36,750 $ 38,091 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | The table below sets forth the purchase price allocation of the Fells Point acquisition: Fells Point Current assets (includes cash acquired) $ 6,971 Customer relationships 13,600 Trademarks 7,300 Non-compete agreement 400 Goodwill 9,035 Fixed assets 2,459 Current liabilities (1,196 ) Earn-out liability (4,445 ) Total consideration $ 34,124 |
Equipment and Leasehold Impro24
Equipment and Leasehold Improvements (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment and leasehold improvements | Equipment and leasehold improvements as of June 29, 2018 and December 29, 2017 consisted of the following: Useful Lives June 29, 2018 December 29, 2017 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,342 1,292 Machinery and equipment 5-10 years 16,519 16,183 Computers, data processing and other equipment 3-7 years 10,451 9,924 Leasehold improvements 7-22 years 57,611 53,653 Furniture and fixtures 7 years 3,115 3,100 Vehicles 5-7 years 2,580 2,570 Other 7 years 95 95 Construction-in-process 17,249 15,030 110,132 103,017 Less: accumulated depreciation and amortization (38,140 ) (34,639 ) Equipment and leasehold improvements, net $ 71,992 $ 68,378 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 29, 2017 $ 173,202 Goodwill adjustments 3,303 Acquisitions 5,539 Foreign currency translation (48 ) Carrying amount as of June 29, 2018 $ 181,996 |
Schedule of other intangible assets | Other intangible assets as of June 29, 2018 and December 29, 2017 consisted of the following: June 29, 2018: Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 119,358 $ (31,870 ) $ 87,488 Non-compete agreements 7,579 (7,208 ) 371 Trademarks 59,892 (11,891 ) 48,001 Total $ 186,829 $ (50,969 ) $ 135,860 December 29, 2017: Customer relationships $ 117,006 $ (27,704 ) $ 89,302 Non-compete agreements 7,566 (6,946 ) 620 Trademarks 60,734 (10,336 ) 50,398 Total $ 185,306 $ (44,986 ) $ 140,320 |
Schedule of estimated future amortization expense | Estimated amortization expense for other intangibles for the remainder of the fiscal year ending December 28, 2018 and each of the next five fiscal years and thereafter is as follows: 2018 $ 5,894 2019 11,418 2020 11,145 2021 11,140 2022 10,360 2023 9,332 Thereafter 76,571 Total $ 135,860 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of June 29, 2018 and December 29, 2017 consisted of the following: June 29, 2018 December 29, 2017 Senior secured term loan $ 286,845 $ 288,435 Convertible subordinated notes 36,750 36,750 Capital leases and financed software 66 664 Deferred finance fees and original issue discount (7,109 ) (8,027 ) Total debt obligations 316,552 317,822 Less: current installments (3,219 ) (3,827 ) Total debt obligations excluding current installments $ 313,333 $ 313,995 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Stockholders' Equity Note [Abstract] | |
Activity of restricted stock awards | The following table reflects the activity of restricted share awards (“RSAs”) during the twenty-six weeks ended June 29, 2018 : Shares Weighted Average Unvested at December 29, 2017 329,761 $ 16.69 Granted 309,671 23.57 Vested (94,034 ) 18.27 Forfeited (1,506 ) 17.13 Unvested at June 29, 2018 543,892 $ 20.34 |
Supplemental Disclosures of C28
Supplemental Disclosures of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 29, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Twenty-six Weeks Ended June 29, 2018 June 30, 2017 Supplemental cash flow disclosures: Net cash paid (received) for income taxes $ 2,650 $ (1,684 ) Cash paid for interest $ 9,703 $ 9,947 Non cash financing activities: Sinking funds used to retire debt $ — $ 2,939 Non-cash investing activity: Contingent earn-out liabilities for acquisitions $ 964 $ — |
Operations and Basis of Prese29
Operations and Basis of Presentation - Narrative (Details) | 6 Months Ended |
Jun. 29, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 6 Months Ended |
Jun. 29, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Refund liability | $ 292 |
Right to recover product | $ 184 |
Maximum amortization period, capitalized contract costs | 1 year |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment term for contracts with customers | 20 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment term for contracts with customers | 60 days |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 370,442 | $ 331,656 | $ 689,057 | $ 619,346 |
Specialty | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 210,316 | 185,036 | 387,189 | 348,198 |
Center-of-the-plate | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 160,126 | $ 146,620 | $ 301,868 | $ 271,148 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Changes In Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 29, 2018USD ($) | |
Change in Contract with Customer, Liability [Roll Forward] | |
Balance as of December 29, 2017 | $ 1,283 |
Cash payments received | 7,036 |
Net sales recognized | (7,497) |
Balance as of June 29, 2018 | $ 822 |
Earnings Per Share - Computati
Earnings Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.26 | $ 0.08 |
Diluted (in dollars per share) | $ 0.24 | $ 0.14 | $ 0.26 | $ 0.08 |
Weighted average common shares: | ||||
Basic (in shares) | 28,166,875 | 25,990,580 | 28,144,782 | 25,971,409 |
Diluted (in shares) | 29,595,247 | 27,276,575 | 28,311,549 | 26,021,439 |
Earnings Per Share - Reconcili
Earnings Per Share - Reconciliation of Net Income Per Common Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income | $ 6,819 | $ 3,674 | $ 7,363 | $ 2,032 |
Add effect of dilutive securities: | ||||
Interest on convertible notes, net of tax | 164 | 134 | 0 | 0 |
Net income available to common shareholders | $ 6,983 | $ 3,808 | $ 7,363 | $ 2,032 |
Denominator: | ||||
Weighted average basic common shares outstanding (in shares) | 28,166,875 | 25,990,580 | 28,144,782 | 25,971,409 |
Dilutive effect of unvested common shares (in shares) | 190,998 | 48,621 | 166,767 | 50,030 |
Dilutive effect of convertible notes (in shares) | 1,237,374 | 1,237,374 | 0 | 0 |
Weighted average diluted common shares outstanding (in shares) | 29,595,247 | 27,276,575 | 28,311,549 | 26,021,439 |
Earnings Per Share - Potential
Earnings Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Restricted Share Awards (RSAs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of earnings per share (in shares) | 0 | 115,989 | 5,762 | 147,288 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of earnings per share (in shares) | 0 | 201,878 | 0 | 204,512 |
Convertible subordinated notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 1,237,374 | 1,237,374 |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 |
Fair Value Disclosures [Abstract] | ||
Liability fair value | $ 5,420 | $ 4,228 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 29, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | $ 4,228 |
Balance June 29, 2018 | 5,420 |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 5,228 |
Acquisition | 964 |
Changes in fair value | 228 |
Balance June 29, 2018 | 6,420 |
Del Monte | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 649 |
Acquisition | 0 |
Changes in fair value | 28 |
Balance June 29, 2018 | 677 |
Fells Point | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 4,579 |
Acquisition | 0 |
Changes in fair value | 200 |
Balance June 29, 2018 | 4,779 |
Other Acquisitions | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 0 |
Acquisition | 964 |
Changes in fair value | 0 |
Balance June 29, 2018 | $ 964 |
Fair Value Measurements - Su38
Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - Level 3 - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Subordinated Notes | $ 36,750 | $ 36,750 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Subordinated Notes | $ 43,635 | $ 38,091 |
Acquisitions - Narrative (Deta
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Aug. 25, 2017 | Jun. 29, 2018 | Mar. 30, 2018 | Jun. 29, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill, amortization period for income tax purposes | 15 years | ||||
Amount paid on small strategic acquisitions | $ (11,899) | $ 0 | |||
Fells Point | |||||
Business Acquisition [Line Items] | |||||
Effective acquisition date | Aug. 25, 2017 | ||||
Aggregate purchase price | $ 34,124 | ||||
Cash amount paid to former owners | 29,722 | ||||
Issuance of common shares | $ 3,300 | ||||
Number of common stock issued for acquisition (in shares) | 185,442 | ||||
Net working capital true-up for acquisition | $ 1,102 | ||||
Increase in goodwill | $ 2,300 | ||||
Term of lease | 5 years | ||||
Payments for rent | $ 65 | 129 | |||
Net sales of acquiree | 32,088 | ||||
Income before taxes of acquiree | $ 1,651 | ||||
Fells Point | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Measurement period increase (decrease) to intangible assets | (1,500) | ||||
Weighted average useful life | 15 years | ||||
Fells Point | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Measurement period increase (decrease) to intangible assets | $ (800) | ||||
Weighted average useful life | 20 years | ||||
Small Strategic Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Amount paid on small strategic acquisitions | $ (11,399) |
Acquisitions - Summary of Cash
Acquisitions - Summary of Cash Price for Acquisition (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 | Aug. 25, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 181,996 | $ 173,202 | |
Fells Point | |||
Business Acquisition [Line Items] | |||
Current assets (includes cash acquired) | $ 6,971 | ||
Goodwill | 9,035 | ||
Fixed assets | 2,459 | ||
Current liabilities | (1,196) | ||
Earn-out liability | (4,445) | ||
Total consideration | 34,124 | ||
Fells Point | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 13,600 | ||
Fells Point | Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 7,300 | ||
Fells Point | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 400 |
Inventories - Narrative (Detai
Inventories - Narrative (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage and obsolescence | $ 1,921 | $ 1,934 |
Equipment and Leasehold Impro42
Equipment and Leasehold Improvements - Summary of Equipment and Leasehold Improvements (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2018 | Dec. 29, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 110,132 | $ 103,017 |
Less: accumulated depreciation and amortization | (38,140) | (34,639) |
Equipment and leasehold improvements, net | 71,992 | 68,378 |
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 | $ 1,342 | 1,292 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 16,519 | 16,183 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 10,451 | 9,924 |
Computers, data processing and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Computers, data processing and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 57,611 | 53,653 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 22 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Equipment and leasehold improvements, gross | $ 3,115 | 3,100 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 2,580 | 2,570 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
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 | $ 17,249 | $ 15,030 |
Equipment and Leasehold Impro43
Equipment and Leasehold Improvements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | Dec. 29, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 1,708 | $ 1,697 | $ 3,535 | $ 3,429 | |
Assets Held under Capital Leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets financed by capital lease | 530 | 530 | $ 530 | ||
Depreciation | 16 | 15 | 32 | 30 | |
Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 460 | $ 393 | $ 933 | $ 768 | |
Minimum | Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 3 years | ||||
Maximum | Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful lives | 7 years |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 29, 2018USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount as of December 29, 2017 | $ 173,202 |
Goodwill adjustments | 3,303 |
Acquisitions | 5,539 |
Foreign currency translation | (48) |
Carrying amount as of June 29, 2018 | $ 181,996 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 3,080 | $ 2,911 | $ 5,983 | $ 5,731 |
Customer relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 4 years | |||
Customer relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 20 years | |||
Trademarks | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 1 year | |||
Trademarks | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 40 years | |||
Non-compete agreements | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 2 years | |||
Non-compete agreements | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 6 years |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 186,829 | $ 185,306 |
Accumulated Amortization | (50,969) | (44,986) |
Net Amount | 135,860 | 140,320 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 119,358 | 117,006 |
Accumulated Amortization | (31,870) | (27,704) |
Net Amount | 87,488 | 89,302 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,579 | 7,566 |
Accumulated Amortization | (7,208) | (6,946) |
Net Amount | 371 | 620 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59,892 | 60,734 |
Accumulated Amortization | (11,891) | (10,336) |
Net Amount | $ 48,001 | $ 50,398 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Estimated Amortization Expense for Other Intangibles (Details) $ in Thousands | Jun. 29, 2018USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,018 | $ 5,894 |
2,019 | 11,418 |
2,020 | 11,145 |
2,021 | 11,140 |
2,022 | 10,360 |
2,023 | 9,332 |
Thereafter | 76,571 |
Total | $ 135,860 |
Debt Obligations - Summary of
Debt Obligations - Summary of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Dec. 29, 2017 |
Debt Instrument [Line Items] | ||
Total debt obligations | $ 316,552 | $ 317,822 |
Deferred finance fees and original issue discount | (7,109) | (8,027) |
Less: current installments | (3,219) | (3,827) |
Total debt obligations excluding current installments | 313,333 | 313,995 |
Senior secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 286,845 | 288,435 |
Convertible subordinated notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 36,750 | 36,750 |
Capital leases and financed software | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 66 | $ 664 |
Debt Obligations - Narrative (
Debt Obligations - Narrative (Details) - Credit Facility | 6 Months Ended | |
Jun. 29, 2018USD ($) | May 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Maximum debt borrowing capacity | $ 150,000,000 | |
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 | |
Deferred financing fees | $ 880,000 | |
Long-term line of credit outstanding balance | 0 | |
Amounts reserved for issuance of letters of credit | 12,145,000 | |
Available borrowing capacity | $ 137,855,000 | |
Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 6.09% |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Restricted Stock Awards (Details) - Restricted Stock | 6 Months Ended |
Jun. 29, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested at December 29, 2017 (in shares) | shares | 329,761 |
Granted (in shares) | shares | 309,671 |
Vested (in shares) | shares | (94,034) |
Forfeited (in shares) | shares | (1,506) |
Unvested at June 29, 2018 (in shares) | shares | 543,892 |
Weighted Average Grant Date Fair Value | |
Unvested at December 29, 2017 (in usd per shares) | $ / shares | $ 16.69 |
Granted (in usd per share) | $ / shares | 23.57 |
Vested (in usd per share) | $ / shares | 18.27 |
Forfeited (in usd per share) | $ / shares | 17.13 |
Unvested at June 29, 2018 (in usd per shares) | $ / shares | $ 20.34 |
Stockholders' Equity - Narrati
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost, stock options | $ 415,000 | $ 415,000 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted RSAs (in shares) | 309,671 | |||
Weighted average grant date fair value of RSAs (in dollars per share) | $ 23.57 | |||
Recognized expense | 921,000 | $ 712,000 | $ 1,608,000 | $ 1,316,000 |
Total unrecognized compensation cost, RSAs | 6,950,000 | $ 6,950,000 | ||
Weighted average remaining term, RSAs | 2 years 3 months | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized expense | 151,000 | $ 158,000 | $ 301,000 | $ 298,000 |
Weighted average remaining term, stock options | 8 months 10 days | |||
Time-Based Vesting | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost, RSAs | 3,850,000 | $ 3,850,000 | ||
Weighted average remaining term, RSAs | 2 years 2 months | |||
Performance-Based Vesting | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost, RSAs | $ 3,100,000 | $ 3,100,000 | ||
Weighted average remaining term, RSAs | 2 years 4 months 10 days | |||
Omnibus Equity Incentive Plan 2011 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant | 245,543 | 245,543 | ||
Share-based compensation expense, capitalized | $ 0 | |||
Minimum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 months | |||
Maximum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years |
Related Parties - Narrative (D
Related Parties - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Ownership interest in facilities owned by entities controlled by company's stockholders | 100.00% | |||
Expenses related to transactions with related parties | $ 133,000 | $ 133,000 | $ 266,000 | $ 266,000 |
ConAgra Foods | ||||
Related Party Transaction [Line Items] | ||||
Purchase of products | 171,000 | 152,000 | 486,000 | 354,000 |
J. DeBenedetti and T. Lincoln | Old World Provisions | ||||
Related Party Transaction [Line Items] | ||||
Purchase of products | $ 92,000 | 489,000 | $ 474,000 | 865,000 |
Equity interest in related parties | 8.33% | 8.33% | ||
Vice President | ||||
Related Party Transaction [Line Items] | ||||
Compensation to related parties | $ 103,000 | $ 91,000 | $ 530,000 | 395,000 |
Board of Directors Chairman | John Pappas | ||||
Related Party Transaction [Line Items] | ||||
Compensation to related parties | $ 0 | $ 0 |
Supplemental Disclosures of C53
Supplemental Disclosures of Cash Flow Information - Summary of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2018 | Jun. 30, 2017 | |
Supplemental cash flow disclosures: | ||
Net cash paid (received) for income taxes | $ 2,650 | $ (1,684) |
Cash paid for interest | 9,703 | 9,947 |
Non cash financing activities: | ||
Sinking funds used to retire debt | 0 | 2,939 |
Non-cash investing activity: | ||
Contingent earn-out liabilities for acquisitions | $ 964 | $ 0 |
Subsequent Events - Narrative
Subsequent Events - Narrative (Details) - USD ($) | Jul. 25, 2018 | Jul. 06, 2018 | Apr. 06, 2015 | Jun. 29, 2018 |
Subsequent Event | Common Stock | Convertible subordinated notes | ||||
Subsequent Event [Line Items] | ||||
Number of shares converted, convertible subordinated notes | 1,246,272 | |||
ABL Credit Agreement | Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Long-term line of credit outstanding balance | $ 0 | |||
ABL Credit Agreement | Credit Facility | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Long-term line of credit outstanding balance | $ 47,100,000 | |||
Term Loan Credit Agreement | Credit Facility | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Repayments of senior secured term loan | $ 47,100,000 | |||
Convertible subordinated notes | Del Monte | ||||
Subsequent Event [Line Items] | ||||
Maximum aggregate amount | $ 36,750,000 | |||
Maturity period | 6 years | |||
Interest rate | 2.50% | |||
Debt conversion price (in usd per share) | $ 29.70 |