Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 25, 2022 | Jul. 29, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 25, 2022 | |
Entity File Number | 001-40837 | |
Entity Registrant Name | Sovos Brands, Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5119352 | |
Entity Address State Or Province | CO | |
Entity Address, Address Line One | 168 Centennial Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Louisville | |
Entity Address, Postal Zip Code | 80027 | |
City Area Code | 720 | |
Local Phone Number | 316-1225 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | SOVO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 100,912,023 | |
Entity Central Index Key | 0001856608 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 72,651 | $ 66,154 |
Accounts receivable, net | 73,907 | 70,729 |
Inventories | 76,626 | 51,615 |
Prepaid expenses and other current assets | 4,221 | 6,685 |
Total current assets | 227,405 | 195,183 |
Property and equipment, net | 66,701 | 62,671 |
Operating lease right-of-use assets | 14,497 | 15,672 |
Goodwill | 395,399 | 437,451 |
Intangible assets, net | 451,035 | 464,655 |
Other long-term assets | 2,197 | 2,299 |
TOTAL ASSETS | 1,157,234 | 1,177,931 |
CURRENT LIABILITIES: | ||
Accounts payable | 49,720 | 37,254 |
Accrued expenses | 48,002 | 51,757 |
Current portion of long-term debt | 90 | 98 |
Current portion of long-term lease liabilities | 3,208 | 3,216 |
Total current liabilities | 101,020 | 92,325 |
Long-term debt, net of debt issuance costs | 481,883 | 481,420 |
Deferred income taxes | 66,275 | 76,976 |
Long-term operating lease liabilities | 15,721 | 17,302 |
Other long-term liabilities | 442 | 421 |
TOTAL LIABILITIES | 665,341 | 668,444 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value per share, 500,000,000 shares authorized, 100,912,023 and 100,892,547 shares issued and outstanding as of June 25, 2022 and December 25, 2021, respectively | 101 | 101 |
Additional paid-in-capital | 567,860 | 559,226 |
Accumulated deficit | (76,068) | (49,840) |
TOTAL STOCKHOLDERS' EQUITY | 491,893 | 509,487 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,157,234 | $ 1,177,931 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 25, 2022 | Dec. 25, 2021 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 100,912,023 | 100,892,547 |
Common stock, outstanding (in shares) | 100,912,023 | 100,892,547 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Condensed Consolidated Statements of Operations | ||||
Net sales | $ 197,433 | $ 161,838 | $ 407,366 | $ 351,209 |
Revenue, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Cost of sales | $ 142,410 | $ 112,135 | $ 298,435 | $ 239,764 |
Cost, Product and Service [Extensible Enumeration] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Gross profit | $ 55,023 | $ 49,703 | $ 108,931 | $ 111,445 |
Operating expenses: | ||||
Selling, general and administrative | 39,449 | 26,745 | 73,364 | 60,178 |
Depreciation and amortization | 7,200 | 7,205 | 14,403 | 14,395 |
Impairment of goodwill | 42,052 | 0 | 42,052 | 0 |
Loss on extinguishment of debt | 9,717 | 9,717 | ||
Total operating expenses | 88,701 | 43,667 | 129,819 | 84,290 |
Operating income (loss) | (33,678) | 6,036 | (20,888) | 27,155 |
Interest expense | 5,713 | 6,699 | 11,735 | 12,066 |
Income (loss) before income taxes | (39,391) | (663) | (32,623) | 15,089 |
Income tax (expense) benefit | 9,106 | (676) | 6,395 | (4,716) |
Net income (loss) | $ (30,285) | $ (1,339) | $ (26,228) | $ 10,373 |
Earnings (loss) per share: | ||||
Basic (in dollars per shares) | $ (0.30) | $ (0.02) | $ (0.26) | $ 0.14 |
Diluted (in dollars per shares) | $ (0.30) | $ (0.02) | $ (0.26) | $ 0.13 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 100,897,815 | 74,058,447 | 100,895,181 | 74,058,447 |
Diluted (in shares) | 100,897,815 | 74,058,447 | 100,895,181 | 77,041,809 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Stockholder's note receivable | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit). | Total |
Balances, at Beginning of Period at Dec. 26, 2020 | $ 74 | $ (6,000) | $ 654,386 | $ (51,759) | $ 596,701 |
Balances, Beginning (in shares) at Dec. 26, 2020 | 74,058,447 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Proceeds from stockholder's note receivable | $ 6,000 | 6,000 | |||
Equity-based compensation expense | 1,105 | 1,105 | |||
Dividend distribution ($5.40 per share) | (400,000) | (400,000) | |||
Net income (loss) | 10,373 | 10,373 | |||
Balances, at End of period at Jun. 26, 2021 | $ 74 | 255,491 | (41,386) | 214,179 | |
Balances, Ending (in shares) at Jun. 26, 2021 | 74,058,447 | ||||
Balances, at Beginning of Period at Mar. 27, 2021 | $ 74 | 654,947 | (40,047) | 614,974 | |
Balances, Beginning (in shares) at Mar. 27, 2021 | 74,058,447 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation expense | 544 | 544 | |||
Dividend distribution ($5.40 per share) | (400,000) | (400,000) | |||
Net income (loss) | (1,339) | (1,339) | |||
Balances, at End of period at Jun. 26, 2021 | $ 74 | 255,491 | (41,386) | 214,179 | |
Balances, Ending (in shares) at Jun. 26, 2021 | 74,058,447 | ||||
Balances, at Beginning of Period at Dec. 25, 2021 | $ 101 | 559,226 | (49,840) | 509,487 | |
Balances, Beginning (in shares) at Dec. 25, 2021 | 100,892,547 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation expense | 8,634 | 8,634 | |||
Net income (loss) | (26,228) | (26,228) | |||
Shares issued upon vesting of restricted stock units (in shares) | 19,476 | ||||
Balances, at End of period at Jun. 25, 2022 | $ 101 | 567,860 | (76,068) | 491,893 | |
Balances, Ending (in shares) at Jun. 25, 2022 | 100,912,023 | ||||
Balances, at Beginning of Period at Mar. 26, 2022 | $ 101 | 563,313 | (45,783) | 517,631 | |
Balances, Beginning (in shares) at Mar. 26, 2022 | 100,892,547 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation expense | 4,547 | 4,547 | |||
Net income (loss) | (30,285) | (30,285) | |||
Shares issued upon vesting of restricted stock units (in shares) | 19,476 | ||||
Balances, at End of period at Jun. 25, 2022 | $ 101 | $ 567,860 | $ (76,068) | $ 491,893 | |
Balances, Ending (in shares) at Jun. 25, 2022 | 100,912,023 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 26, 2021 | Jun. 26, 2021 | |
Condensed Consolidated Statements of Changes in Stockholders' Equity | ||
Dividend distributions (in dollar per share) | $ 5.40 | $ 5.40 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Operating activities | ||
Net income (loss) | $ (26,228) | $ 10,373 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 19,380 | 18,808 |
Equity-based compensation expense | 8,634 | 1,105 |
Loss on foreign currency contracts | 497 | |
Deferred income taxes | (10,701) | 4,138 |
Amortization of debt issuance costs | 633 | 1,058 |
Non-cash operating lease expense | 1,216 | 1,095 |
Provision for excess and obsolete inventory | 224 | |
Loss on disposal of property and equipment | 54 | |
Impairment of goodwill | 42,052 | 0 |
Loss on extinguishment of debt | 9,717 | |
Other | (6) | 60 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (3,171) | 388 |
Inventories | (25,234) | (32,915) |
Prepaid expenses and other current assets | 2,077 | (2,732) |
Other long-term assets | (30) | 394 |
Accounts payable | 12,405 | 17,712 |
Accrued expenses | (3,864) | (15,315) |
Other long-term liabilities | 20 | 8 |
Operating lease liabilities | (1,630) | (1,343) |
Net cash provided by operating activities | 16,274 | 12,605 |
Investing activities | ||
Purchases of property and equipment | (9,730) | (2,604) |
Net cash used in investing activities | (9,730) | (2,604) |
Financing activities | ||
Payments of debt issuance costs | (3,008) | |
Proceeds from long-term debt | 769,136 | |
Repayments of long-term debt | (374,146) | |
Repayments of capital lease obligations | (47) | (32) |
Proceeds from stockholder's note receivable | 6,000 | |
Contingent earn out consideration paid | (5,000) | |
Dividends paid | (400,000) | |
Net cash used in financing activities | (47) | (7,050) |
Cash and cash equivalents | ||
Net increase in cash and cash equivalents | 6,497 | 2,951 |
Cash and cash equivalents at beginning of period | 66,154 | 37,026 |
Cash and cash equivalents at end of period | 72,651 | 39,977 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 11,350 | 11,753 |
Cash paid for taxes | 3,670 | 1,953 |
Proceeds from income tax refunds | (11) | (44) |
Non-cash investing and financing transactions | ||
Lease liabilities arising from operating lease right-of-use assets recognized at ASU No. 2016-02 transition | 21,711 | |
Lease liabilities arising from operating lease right-of-use assets recognized after ASU No. 2016-02 transition | 41 | |
Acquisition of property and equipment not yet paid | $ 100 | $ 99 |
Company Overview
Company Overview | 6 Months Ended |
Jun. 25, 2022 | |
Company Overview | |
Company Overview | 1. Company Overview Sovos Brands, Inc. and its subsidiaries (the “Company,” “we,” “our”) is a consumer-packaged food company that creates value for its stockholders through acquisition and executive management of brands in the food industry. On September 22, 2021, Sovos Brands, Inc. priced its initial public offering (the “IPO”) of 23,334,000 shares of its common stock, $0.001 par value per share, which excluded the underwriters’ option to purchase up to an additional 3,500,100 shares of common stock, at an offering price of $12.00 per share. In conjunction with the IPO, the Company became actively traded on the Nasdaq Global Select Market (“NASDAQ”) listed under the trade symbol of “SOVO.” Upon the closing of the IPO on September 27, 2021, the Company issued 23,334,000 shares of its common stock and received approximately $263.2 million, net of underwriting discounts and commissions. Subsequent to the IPO, the underwriters exercised their options to purchase an additional 3,500,100 shares of common stock. The Company closed its sale of such additional shares on October 5, 2021, resulting in net proceeds of approximately $39.5 million, net of underwriting discounts and commissions. See Note 13. Stockholders’ Equity Prior to the IPO, Sovos Brands Limited Partnership (the “Ultimate Parent” or the “Limited Partnership”) owned 100% of Sovos Brands, Inc., which owns 100% of Sovos Brands Holdings, Inc., which owns 100% of Sovos Brands Intermediate, Inc. (“Sovos Intermediate”). Sovos Intermediate has four wholly-owned operating subsidiaries: Rao’s Specialty Foods, Inc. (“Rao’s”); Bottom Line Food Processors, Inc. doing business as Michael Angelo’s Gourmet Foods, Inc. (“Michael Angelo’s”); Noosa Yoghurt, LLC (“Noosa”); and Birch Benders, LLC (“Birch Benders”). Through its wholly-owned operating subsidiaries, the Company produces and distributes food products in various locations throughout the United States. The Company was founded on January 17, 2017 and has its executive headquarters in Louisville, Colorado. The unaudited condensed consolidated financial statements include the accounts of Sovos Brands, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless the context otherwise requires, “we,” “us,” “our,” “Sovos Brands” and the “Company” refer to Sovos Brands, Inc. and its subsidiaries. The Company maintains its accounting records on a 52/53-week fiscal year, ending on the last Saturday in December of each year. Description of Business Sovos Brands, Inc. is a consumer-packaged food company that is focused on acquiring and building disruptive growth brands that bring today’s consumers great tasting food that fits the way they live. The Company’s principal products include a variety of pasta sauces, dry pasta, soups, frozen entrees, yogurts, gelato, pancake and waffle mixes, other baking mixes and frozen waffles, which are primarily sold in the United States. The Company sells products marketed under the brand names Rao’s Michael Angelo’s noosa Birch Benders Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements and related notes of the Company and its subsidiaries are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited interim condensed consolidated financial statements reflect all adjustments and disclosures which are, in our opinion, necessary for a fair presentation of the results of operations, financial position and cash flows for the indicated periods. All such adjustments were of a normal and recurring nature. The year-end balance sheet data was derived from the audited financial statements and, in accordance with the instructions to Form 10-Q, certain information and footnote disclosures required by GAAP have been condensed or omitted. The results reported in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be reported for the entire fiscal year and should be read in conjunction with our consolidated financial statements for the fiscal year ended December 25, 2021, included in our Annual Report on Form 10-K, as amended, filed with the SEC on March 15, 2022 (“2021 Form 10-K”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 25, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in Note 2. Summary of Significant Accounting Policies Hedging and Derivative Financial Instruments We are exposed to certain risks relating to our ongoing business operations. From time to time, we use derivative financial instruments, principally option contracts, collars and interest rate caps, to reduce our exposure to foreign currency risk and interest rate risk. We do not hold or issue derivatives for speculative purposes. Derivative instruments are classified in the Condensed Consolidated Balance Sheets based on the contractual maturity of the instrument or the timing of the underlying cash flows. The fair value of derivative instruments is reflected in prepaid expenses and other current assets or accrued expenses. On the Condensed Consolidated Statements of Cash Flows, cash flows associated with derivative instruments are classified according to the nature of the underlying hedged item. Derivative instruments that have not been designated in an effective hedging relationship are considered economic hedges, and their change in fair value is recognized in the Condensed Consolidated Statements of Operations in selling, general and administrative. See Note 12. Hedging and Derivative Financial Instruments New Accounting Pronouncements and Policies Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 25, 2022 | |
Revenue Recognition | |
Revenue Recognition | 3. Revenue Recognition Revenue disaggregated by brand is as follows: 13 Weeks Ended 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Rao’s $ 119,798 $ 83,444 $ 257,210 $ 198,514 Noosa 47,548 43,716 89,399 82,586 Michael Angelo’s 19,740 18,594 39,982 37,597 Birch Benders 10,347 16,084 20,775 32,512 Total net sales $ 197,433 $ 161,838 $ 407,366 $ 351,209 |
Inventories
Inventories | 6 Months Ended |
Jun. 25, 2022 | |
Inventories | |
Inventories | 4. Inventories Inventories consisted of the following: (In thousands) June 25, 2022 December 25, 2021 Finished goods $ 61,885 $ 38,715 Raw materials and packaging supplies 14,741 12,900 Total inventories $ 76,626 $ 51,615 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 25, 2022 | |
Goodwill. | |
Goodwill | 5. Goodwill Changes in the carrying value of Goodwill (In thousands) Goodwill Balance as of December 25, 2021 437,451 Impairment (42,052) Balance as of June 25, 2022 $ 395,399 For the 13 weeks ended June 25, 2022, the Company identified the underperformance of the Birch Benders Birch Benders There were no impairment charges related to goodwill during the 13 weeks or 26 weeks ended June 26, 2021. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 25, 2022 | |
Intangible Assets, Net | |
Intangible Assets, Net | 6. Intangible Assets, Net Intangible asset, net, consisted of the following: June 25, 2022 Gross carrying Accumulated Net carrying (In thousands) amount amortization amount Intangible assets - definite lives Customer relationships $ 213,000 $ 80,265 $ 132,735 Tradename 192,347 27,047 165,300 405,347 107,312 298,035 Intangible assets - indefinite lives Tradename 153,000 — 153,000 Total intangible assets $ 558,347 $ 107,312 $ 451,035 December 25, 2021 Gross carrying Accumulated Net carrying (In thousands) amount amortization amount Intangible assets - definite lives Customer relationships $ 213,000 $ 71,330 $ 141,670 Tradename 192,347 22,362 169,985 405,347 93,692 311,655 Intangible assets - indefinite lives Tradename 153,000 — 153,000 Total intangible assets $ 558,347 $ 93,692 $ 464,655 Amortization expense related to intangible assets during the 13 weeks ended June 25, 2022 and June 26, 2021 was $6.8 million and $6.8 million, respectively. Amortization expense related to intangible assets during the 26 weeks ended June 25, 2022 and June 26, 2021 was $13.6 million and $13.6 million, respectively. Intangible assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. In the second quarter of 2022, the Company identified underperformance of the Birch Benders Birch Benders There were no impairment charges related to intangible assets during the 13 weeks or 26 weeks ended June 26, 2021. Estimated total intangible amortization expense during the next five fiscal years and thereafter is as follows: (In thousands) Amortization Remainder of 2022 $ 13,620 2023 27,240 2024 27,240 2025 27,240 2026 27,240 2027 and thereafter 175,455 Total $ 298,035 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 25, 2022 | |
Accrued Expenses | |
Accrued Expenses | 7. Accrued Expenses Accrued expenses consisted of the following: (In thousands) June 25, 2022 December 25, 2021 Accrued trade $ 21,886 $ 23,122 Accrued general expense 13,607 15,327 Accrued compensation and benefits 10,588 10,478 Accrued marketing 1,921 2,830 Total accrued expenses $ 48,002 $ 51,757 |
Long-term debt
Long-term debt | 6 Months Ended |
Jun. 25, 2022 | |
Long-term debt | |
Long-term debt | 8. Long-Term Debt Long-term debt consisted of the following: June 25, 2022 Unamortized debt issuance (In thousands) Principal costs Total debt, net Initial First Lien Term Loan Facility $ 480,800 $ (5,875) $ 474,925 Finance lease liabilities 7,048 — 7,048 Total debt $ 487,848 $ (5,875) 481,973 Less: current portion of finance lease liabilities 90 Total long-term debt $ 481,883 December 25, 2021 Unamortized debt issuance (In thousands) Principal costs Total debt, net Initial First Lien Term Loan Facility $ 480,800 $ (6,377) $ 474,423 Finance lease liabilities 7,095 — 7,095 Total debt $ 487,895 $ (6,377) 481,518 Less: current portion of finance lease liabilities 98 Total long-term debt $ 481,420 Senior Debt In November 2018, in conjunction with the acquisition of Noosa, Sovos Intermediate (“Borrower”) entered into a Credit Facility Agreement with Credit Suisse, Citizens Bank N.A. (“Citizens”), Deutsche Bank and Aresbank, S.A. (“Credit Agreement”) with a term loan of $280 million (“2018 Term Loan”) and a revolving line of credit of $45 million (“Revolving Line of Credit”). In accordance with the Credit Agreement, the Company repaid the outstanding 2017 term loan of $158.4 million with Citizens as well as the amount outstanding under the revolving line of credit of $7.0 million. In October 2020, the Company entered into an amendment to its Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement provided, among other things, for an additional $100.0 million term loan (the “Incremental Term Loan”) which was part of the same class and had the same terms as the 2018 Term Loan. The Company analyzed the amendment and determined the Incremental Term Loan was not considered a debt modification because the existing 2018 Term Loan was not paid off. The Company paid debt issuance costs related to the Incremental Term Loan of $3.2 million, which were all capitalized. In June 2021, Sovos Intermediate Sovos Intermediate Lenders”), consisting of an initial term loan facility of $580.0 million (“Initial First Lien Term Loan Facility”), and a revolving credit facility of $125.0 million (“Revolving Facility”), including a letter of credit facility with a $45.0 million sublimit. Also in June 2021, Sovos Intermediate entered into a Second Lien Credit Agreement (“Second Lien Credit Agreement”) among Sovos Intermediate Stockholders’ Equity As the June 2021 debt transaction on the Initial First Lien Term Loan Facility and Initial Second Lien Facility was accounted for as an extinguishment of the old debt, the Company wrote off $9.4 million of the existing 2018 Term Loan and Incremental Term Loan debt issuance costs to expense. The Initial First Lien Term Loan Facility and Initial Second Lien Facility were issued with discounts of $1.5 million and $4.0 million respectively, and the Company paid debt issuance costs of $6.8 million and $0.5 million respectively. The discounts and debt issuance costs paid on the Initial First Lien Term Loan Facility and Initial Second Lien Facility were capitalized. The debt transaction on the Revolving Facility was accounted for as a debt modification. The Company continued to amortize $0.2 million of the existing Revolving Line of Credit debt issuance costs over the new life of the debt, wrote off $0.3 million of the existing Revolving Line of Credit debt issuance costs to expense, and paid $1.1 million in debt issuance costs for the new Revolving Facility, which was capitalized. In September 2021, using net proceeds of the IPO, the Company paid the full outstanding principal balance on the Initial Second Lien Facility of $200.0 million plus accrued interest of approximately $2.9 million. Upon the full prepayment of the Initial Second Lien Facility, the Company recognized a loss on the loan extinguishment resulting in a write-off of $4.3 million of the related unamortized issuance costs and discounts. Additionally, in September 2021 and October 2021, the Company prepaid $59.7 million and $39.5 million, respectively, of the outstanding principal balance under the Initial First Lien Term Loan Facility, plus total accrued interest of approximately $0.9 million. Upon the partial prepayment of the Initial First Lien Term Loan Facility, the Company recognized a $1.4 million proportional loss on the partial extinguishment of the related unamortized issuance costs and discounts. The remaining principal balance on the Initial First Lien Term Loan Facility, after the $59.7 million and $39.5 million prepayments, is $480.8 million. The Company has directed Credit Suisse to apply the prepayments against future scheduled principal installments, which eliminates all future principal payments for the remaining term of the loan. The amortization of debt issuance costs and discount of $0.3 million and $0.5 million for the 13 weeks ended June 25, 2022 and June 26, 2021, respectively, and $0.6 million and $1.1 million for the 26 weeks ended June 25, 2022 and June 26, 2021, respectively, is included within interest expense in the Condensed Consolidated Statements of Operations. The interest rate for the Initial First Lien Term Loan Facility and Revolving Facility is London Inter-Bank Offered Rate (“LIBO Rate”) plus an applicable rate contingent on the Company’s calculated first lien leverage ratio, ranging from 400 to 425 basis points, and is subject to a 50 basis points reduction, at each level, after the consummation of an initial public offering (as used in this paragraph, an "IPO"). In no event shall the LIBO Rate be less than 0.75% per annum for the Initial First Lien Term Loan Facility or less than 0.00% per annum for the Revolving Line of Credit. The Initial First Lien Term Loan Facility matures on June 8, 2028 and the Revolving Facility matures on June 8, 2026. The Initial First Lien Term Loan Facility is collateralized by substantially all of the assets of the Company. The interest rate for the Initial Second Lien Facility was LIBO Rate plus 8.00% per annum and was subject to a 25 basis points reduction after the consummation of an IPO. In no event could the LIBO Rate be less than 0.75% per annum. The Initial Second Lien Facility was originally scheduled to mature on June 8, 2029 and was collateralized by substantially all of the assets of the Company. As described above, in September 2021, the Initial Second Lien Facility was paid in full. As of September 27, 2021, the closing date of the IPO, the interest rate on the Initial First Lien Term Loan Facility and Revolving Facility decreased 50 basis points. As of June 25, 2022 and December 25, 2021, the effective interest rate for the Initial First Lien Term Loan Facility and Revolving Facility was 4.25% and 4.50%, respectively. In July 2022, the Company entered into an interest rate hedge. See Note 18. Subsequent Events As of June 25, 2022 and December 25, 2021, the Company had available credit of $125 million under the Revolving Facility. There was zero outstanding on the Revolving Facility as of June 25, 2022 and December 25, 2021. Loan Covenants In connection with the First Lien Credit Agreement, the Company has various financial, affirmative and negative covenants that it must adhere to as specified within the loan agreements. The First Lien Credit Agreement contains a springing financial covenant, which requires the Borrower to maintain a first lien net leverage ratio of consolidated first lien net debt to consolidated EBITDA (with certain adjustments as set forth in the First Lien Credit Agreement) no greater than 6.95:1.00. Such financial covenant is tested only if outstanding revolving loans (excluding any undrawn letters of credit) minus unrestricted cash exceed 35% of the aggregate revolving credit commitments. The financial covenant is subject to customary “equity cure” rights. In addition, under the First Lien Credit Agreement, an annual excess cashflow calculation is required, to determine if any excess is required to be paid on the Initial First Lien Term Loan Facility. As of June 25, 2022, the Company had no outstanding revolving loans, so did not meet the requirement to test the financial covenant under the First Lien Credit Agreement. See Note 9. Leases Related Party Transactions |
Leases
Leases | 6 Months Ended |
Jun. 25, 2022 | |
Leases | |
Leases | 9. Leases The Company leases real estate in the form of distribution centers, manufacturing facilities, equipment and office space. Generally, the term for real estate leases ranges from 2 to 10 years at inception of the contract. Generally, the term for equipment leases is 5 years at inception of the contract. Most manufacturing facilities and office space leases include one or more options to renew, with renewal terms that generally can extend the lease term from 2 to 30 years. The exercise of lease renewal options is at the Company’s discretion. Operating and finance lease costs are included within Cost of sales and Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. Sublease income was not material for the periods presented. The components of lease expense were as follows: 13 Weeks Ended 26 Weeks Ended (In thousands) Statement of Operations Caption June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Operating lease cost: Lease cost Cost of sales and Selling, general and administrative $ 839 $ 808 $ 1,679 $ 1,585 Variable lease cost (1) Cost of sales and Selling, general and administrative 357 317 720 656 Total operating lease cost 1,196 1,125 2,399 2,241 Short term lease cost Cost of sales and Selling, general and administrative 50 31 96 111 Finance lease cost: Amortization of right-of-use assets Cost of sales and Selling, general and administrative 65 65 130 130 Interest on lease liabilities Interest expense 132 133 265 266 Total finance lease cost 197 198 395 396 Total lease cost $ 1,443 $ 1,354 $ 2,890 $ 2,748 (1) Variable lease cost primarily consists of common area maintenance, utilities, taxes and insurance. The gross amount of assets and liabilities related to both operating and finance leases were as follows: (In thousands) Balance Sheet Caption June 25, 2022 December 25, 2021 Assets Operating lease right-of-use assets Operating lease right-of-use assets $ 14,497 $ 15,672 Finance lease right-of-use assets Property and equipment, net 6,168 6,299 Total lease assets $ 20,665 $ 21,971 Liabilities Current: Operating lease liabilities Current portion of long-term operating lease liabilities $ 3,208 $ 3,216 Finance lease liabilities Current portion of long-term debt 90 98 Long-term: Operating lease liabilities Long-term operating lease liabilities 15,721 17,302 Finance lease liabilities Long-term debt, net of debt issuance costs 6,958 6,997 Total lease liabilities $ 25,977 $ 27,613 The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases were as follows: June 25, 2022 December 25, 2021 Weighted-average remaining lease term (in years): Operating leases 6.7 7.1 Finance leases 34.5 34.8 Weighted-average discount rate Operating leases 4.9 % 4.9 % Finance leases 7.8 % 7.8 % Future maturities of lease liabilities as of June 25, 2022, were as follows: (In thousands) Operating Leases Finance Leases Fiscal year ending: Remainder of 2022 $ 2,022 $ 295 2023 4,051 609 2024 3,483 557 2025 2,972 549 2026 2,999 520 Thereafter 6,920 18,970 Total lease payments 22,447 21,500 Less: Interest (3,518) (14,452) Present value of lease liabilities $ 18,929 $ 7,048 As of June 25, 2022, the Company did not have any significant additional operating or finance leases that have not yet commenced. Supplemental cash flow and other information related to leases were as follows: 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,030 $ 1,891 Operating cash flows from finance leases 265 266 Financing cash flows from finance leases 47 $ 33 Right-of-use assets obtained in exchange for new lease liabilities Finance leases — — Operating leases 41 — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 25, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation From time to time, we are subject to various legal actions arising in the ordinary course of our business. We cannot predict with reasonable assurance the outcome of these legal actions brought against us as they are subject to uncertainties. Accordingly, any settlement or resolution in these legal actions may occur and affect our net income (loss) in such period as the settlement or resolution. We do not believe the outcome of any existing legal actions would have a material adverse effect on our consolidated financial statements taken as a whole. Purchase Commitments As of June 25, 2022, the Company had purchase commitments to third-party suppliers, primarily for materials and supplies used in the manufacture of the Company’s products, for an aggregate of $12.4 million. See Note 16. Related Party Transactions |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 25, 2022 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date, and establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and Level 3: inputs for the asset or liability that are based on unobservable inputs in which there is little or no market data. Cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable and accrued expenses are reflected in the Condensed Consolidated Balance Sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. The Company’s borrowing instruments are recorded at their carrying values in the Condensed Consolidated Balance Sheets, which may differ from their respective fair values. The carrying values and estimated fair values of the Company’s Initial First Lien Term Loan Facility and Revolving Facility approximate their carrying values as of June 25, 2022 and December 25, 2021, based on interest rates currently available to the Company for similar borrowings. The Company’s derivative assets and liabilities are carried at fair value as required by GAAP. The estimated fair values of the derivative assets and liabilities on the Company’s forward contracts is based on foreign currency exchange rates in active markets. Thus, the Company measures the fair value of these contracts as Level 2. The estimated fair values of the Company’s derivative instruments approximate their carrying values as of June 25, 2022. As of June 25, 2022, the Company’s derivative instruments resulted in a current liability of $0.5 million after netting. There were no derivative instruments to measure as of December 25, 2021. Our non-financial assets, which primarily consist of property and equipment, right-of-use assets, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis and are reported at carrying value. The fair values of these assets are determined, as required, based on Level 3 measurements, including estimates of the amount and timing of future cash flows based upon historical experience, expected market conditions, and management’s plans. For the 13 weeks ended June 25, 2022, the Company determined that the carrying value of the Birch Benders goodwill exceeded its estimate of the implied fair value of goodwill. As a result, the Company recorded an impairment charge for the full amount of goodwill, $42.1 million, for the 13 weeks ended June 25, 2022. See Note 5. Goodwill There were no transfers of financial instruments between the three levels of fair value hierarchy during the 26 weeks ended June 25, 2022 and the fiscal year ended December 25, 2021. |
Hedging and Derivative Financia
Hedging and Derivative Financial Instruments | 6 Months Ended |
Jun. 25, 2022 | |
Hedging and Derivative Financial Instruments | |
Hedging and Derivative Financial Instruments | 12. Hedging and Derivative Financial Instruments The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as “market risks.” When deemed appropriate, the Company uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risk managed by the Company through the use of derivative instruments is foreign currency exchange rate risk and interest rate risk. The Company uses various types of derivative instruments including, but not limited to, option contracts, collars and interest rate caps. An option contract is an agreement that conveys the purchaser the right, but not the obligation, to buy or sell a quantity of a currency or commodity at a predetermined rate or price during a period or at a time in the future. A collar is a strategy that uses a combination of options to limit the range of possible positive or negative returns on an underlying asset or liability to a specific range, or to protect expected future cash flows. To do this, an investor simultaneously buys a put option and sells (writes) a call option, or alternatively buys a call option and sells (writes) a put option. An interest rate cap involves the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. We do not enter into derivative financial instruments for trading purposes. All derivative instruments are carried at fair value in the Condensed Consolidated Balance Sheets, primarily in the following line items, as applicable: prepaid expenses and other current assets and accrued expenses. The carrying values of the derivatives reflect the impact of netting agreements. These netting agreements allow the Company to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or economic hedges. The foreign currency derivative instruments are considered an economic hedge as they do not qualify for hedge accounting treatment. The changes in the fair values of the foreign currency derivative instruments are recognized as selling, general and administrative operating expenses in the Consolidated Statements of Operations. The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current market rates. The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as foreign currency exchange rates or interest rates. The Company does not view the fair values of its derivatives in isolation but rather in relation to the fair values or cash flows of the underlying hedged transactions or other exposures. Virtually all our derivatives are straightforward over-the-counter instruments with liquid markets. See Note 11. Fair Value of Financial Instruments Economic (Non-Designated) Hedging Strategy The Company uses certain derivatives as economic hedges of foreign currency. Although these derivatives were not designated and/or did not qualify for hedge accounting, they are effective economic hedges. The changes in the fair values of economic hedges are immediately recognized in earnings. The Company uses foreign currency economic hedges to offset the earnings impact that fluctuations in foreign currency exchange rates have on certain monetary assets and liabilities denominated in nonfunctional currencies outside of a contractually agreed upon foreign exchange rate range. The changes in the fair values of economic hedges used to offset those monetary assets and liabilities are immediately recognized in earnings in the line item selling, general and administrative in our Condensed Consolidated Statements of Operations. The total notional values of derivatives related to our foreign currency economic hedges were $297.2 million and $0 as of June 25, 2022 and December 25, 2021, respectively. The following table presents the pretax impact that changes in the fair values of derivatives not designated as hedging instruments had on earnings (in thousands): Gain (Loss) Recognized 13 Weeks Ended 26 Weeks Ended Derivatives Not Designated as Hedging Instruments Statement of Operations Caption June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Foreign currency contracts Selling, general and administrative $ (497) $ — $ (497) $ — Total $ (497) $ — $ (497) $ — The following table presents the fair values of the Company’s derivative instruments that were not designated as hedging instruments (in thousands): Fair Value (1)(2) Derivatives Not Designated as Hedging Instruments Balance Sheet Caption (1) June 25, 2022 December 25, 2021 Assets Foreign currency contracts $ 311 $ — Liabilities Foreign currency contracts 808 — Foreign currency contracts, net Accrued expenses $ 497 $ (1) All of the Company’s derivative instruments are carried at fair value in our Condensed Consolidated Balance Sheets after considering the impact of legally enforceable master netting agreements. . (2) See Note 11 Fair Value of Financial Instruments for additional information related to the estimated fair value . The Company did not have any derivative instruments in the periods presented that were designated as hedging instruments. In July 2022, the Company entered into an interest rate hedge. See Note 18. Subsequent Events |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 25, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity Dividend distribution On June 8, 2021, the Company paid a one-time cash dividend to the Ultimate Parent. The total amount of the dividend was $400 million and was recorded against additional paid-in capital (“APIC”). Stock split On September 8, 2021, the Company filed a certificate of amendment to its Certificate of Incorporation (“Certificate of Amendment”) with the Secretary of State of the State of Delaware. Prior to the effective date of the Certificate of Amendment, the Company was authorized to issue 750,000 shares of common stock at $0.01 par value. As a result of the filing of the Certificate of Amendment, the Company became authorized to issue 500,000,000 shares of common stock at $0.001 par value. Pursuant to the Certificate of Amendment, on September 8, 2021 the Company effected a stock split of its common stock, at a rate of 120.8 -for-1 (the “Stock Split”), accompanied by a corresponding increase in the Company's issued and outstanding shares of common stock. No fractional shares of common stock were issued upon the Stock Split. Any holder of common stock with aggregated shares totaling to fractional shares were rounded up to the nearest whole share. The accompanying consolidated financial statements and related disclosure for periods prior to the Stock Split have been retroactively restated to reflect the filing of the Certificate of Amendment, including the Stock Split. As a result of the Stock Split, the Company had a total of 74,058,447 shares issued and outstanding as of September 8, 2021. In connection with the IPO, on September 22, 2021, the Ultimate Parent distributed its shares of Sovos Brands, Inc. common stock to its limited partners, including holders of IUs, in accordance with the applicable terms of its partnership agreement. Preferred Stock On September 23, 2021, the Company filed an amended and restated certificate of incorporation (“Amended and Restated Charter”) with the Secretary of State of the State of Delaware, which was effective on September 23, 2021 . As a result of the filing of the Amended and Restated Charter, the Company was authorized to issue 510,000,000 shares, divided into two classes as follows: (i) 500,000,000 shares are designated shares of common stock, par value $0.001 per share, and (ii) 10,000,000 shares are designated shares of preferred stock, par value $0.001 per share. Organizational Transactions and IPO On September 27, 2021, the Company closed its IPO of 23,334,000 shares of common stock, $0.001 par value per share, at an offering price of $12.00 per share, and received net proceeds from the IPO of approximately $263.2 million, net of $16.8 million in underwriting discounts and commissions. Subsequent to the IPO, the underwriters exercised their option to purchase an additional 3,500,100 shares of common stock. The Company closed its sale of such additional shares on October 5, 2021, resulting in net proceeds of approximately $39.5 million, net of $2.5 million in underwriting discounts and commissions. As a result of the IPO and the exercise of the underwriters’ option to purchase additional shares, the new investors in the Company owned 26,834,100 shares of the common stock, or approximately 26.6% of the total 100,892,547 shares of common stock outstanding after the IPO. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 25, 2022 | |
Equity-Based Compensation. | |
Equity-Based Compensation | 14. Equity-Based Compensation Pre-IPO Equity 2017 Equity Incentive Plan In 2017, the Ultimate Parent established the Sovos Brands Limited Partnership 2017 Equity Incentive Plan (“2017 Plan”), in which certain employees and nonemployees of the Company received equity-based compensation in the form of Incentive Units (“IUs”) of the Ultimate Parent, as consideration for services to the Company. The IUs, were deemed to be equity instruments subject to expense recognition under FASB ASC 718, Compensation — Stock Compensation. The estimate of fair value of the IUs granted was determined as of the grant date. The fair value of the IUs granted in 2019 and 2020 was estimated using a two-step process. First, the enterprise value of Sovos Brands Holdings, Inc. was established using two generally accepted valuation methodologies: discounted cash flow analysis and guideline comparable public company analysis. Second, the enterprise value was allocated among the securities that comprise the capital structure of Sovos Brands Holdings, Inc. using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. The fair value of the IUs granted in 2021 was estimated using the Probability Weighted Expected Return Method (“PWERM”), which is a forward-looking approach that was considered to be appropriate when expected future liquidity events, such as an IPO, are reasonably certain. The PWERM analysis considered three potential liquidation time horizons, ranging from current value to three years and assigned a 33.3% probability to each scenario. The valuation of the total company enterprise and equity values was calculated for each of the three scenarios, and then applied a weighted average calculation. Distribution of Sovos Common Stock with respect to IUs In connection with the IPO, the Ultimate Parent distributed its shares of Sovos Brands, Inc. common stock to its limited partners, including holders of IUs, in accordance with the applicable terms of its partnership agreement. Holders of IUs received shares of common stock and restricted common stock of Sovos Brands, Inc. in respect of their IUs. The common stock was distributed with respect to vested IUs and the restricted common stock was distributed with respect to nonvested IUs, with the vesting of such restricted common stock tracking the same vesting terms as the related nonvested IUs at the time of distribution. The distribution of Sovos common stock with respect to IUs was calculated based on a multi-step valuation which included a comparison of the fair value of the Company based on the pricing at the Company’s IPO to the fair value of the outstanding partnership units of the Ultimate Parent, including the IUs granted under the 2017 Plan. The conversion was based on: ● a ratio that takes into account the number of IUs held, ● the application distribution threshold applicable to the IUs, and ● the value of distributions that the holder would have been entitled to receive had the Ultimate Parent liquidated on the date of such replacement in accordance with the terms of the distribution “waterfall” set forth in the Ultimate Parent partnership agreement. Restricted Common Stock In connection with the IPO, a change in the vesting of the existing performance-based IUs and accordingly the related distributed restricted stock resulted in a modification to the grants and required the shares to be revalued as of the IPO date, resulting in a modified grant date fair value of approximately $13.0 million. The fair value of the performance-based restricted stock awards was calculated using a Monte Carlo simulation option pricing model estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. Specifically, the model revalued the performance units based on the 2.0 multiple of invested capital (“MOIC”) 2.0 2.0 On November 4, 2021, the Company and the Limited Partnership modified a portion of the existing equity-based compensation awards dated September 22, 2021 among the Company, the Limited Partnership and the holders of such restricted stock. As a result of this modification, a portion of the shares that would have vested based upon a 4.0 The fair value of the modified performance-based restricted stock awards was calculated using a Monte Carlo simulation option pricing model estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate, resulting in an incremental modified grant date fair value of approximately $6.1 million. As of June 25, 2022, 33,065 shares of restricted common stock resulting from the distribution of common stock with respect to unvested time-based IUs vest upon fulfilling time-based service conditions and are scheduled to vest through 2024. As of June 25, 2022, the remaining 2,298,866 shares of restricted common stock resulting from the distribution with respect to unvested performance-based IUs will vest only if certain performance conditions, including exceeding various levels, are achieved. S During the 13 weeks and 26 weeks ended June 25, 2022, the Company recorded equity-based compensation expense of approximately $0.3 million and $0.6 million, respectively, related to the restricted common stock with time-based service vesting conditions. During the 13 weeks and 26 weeks ended June 26, 2021, the Company recorded equity-based compensation expense of approximately $0.5 million and $1.1 million, respectively, related to the IUs with time-based service vesting conditions. The Company recognized approximately $1.7 million and $3.2 million of equity-based compensation expense during the 13 weeks and 26 weeks ended June 25, 2022, respectively, related to the performance-based restricted common stock and will recognize the remaining expense for these awards ratably over the applicable 30-month period. Prior to the distribution of common stock with respect to the performance-based IUs, the performance conditions for the performance-based IUs were not deemed probable of occurrence, and therefore, no compensation cost was recorded for such IUs prior to September 23, 2021. The equity-based compensation expense prior to the IPO was considered to be a transaction with the Ultimate Parent and was classified as a component within APIC in the Company’s consolidated statements of changes in stockholder’s equity. Post-IPO Equity 2021 Equity Incentive Plan Effective September 21, 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) which reserves 9,739,244 shares of common stock to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units or equity-based awards to eligible employees, consultants and directors. Restricted Stock Units In connection with the IPO and under the 2021 Plan, the Company granted 967,158 time-based restricted stock units (“RSUs”) to certain employees and independent directors. The RSUs include (i) 759,362 RSUs issued to certain employees with each award vesting 100% on the third anniversary of the grant date, subject in general to the applicable employee’s continued service through the vesting date, (ii) 191,130 RSUs issued to certain employees and independent directors with each award vesting in three equal annual installments, subject in general to the employee’s or director’s continued service through the vesting date, and (iii) 16,666 RSUs issued to certain of our independent directors that vest on the earlier of the first anniversary of the grant date and immediately prior to our first annual meeting of stockholders following the IPO, in each case subject in general to the applicable director’s continued service through the vesting date. During the 26 weeks ended June 25, 2022, the Company granted 673,415 RSUs to certain employees and independent directors. The RSUs include (i) 576,688 RSUs issued to employees with each award vesting in two equal annual installments, (ii) 76,039 RSUs issued to an employee with each award vesting in three equal annual installments, and (iii) 20,688 RSUs issued to independent directors that vest on the earlier of the first anniversary of the grant and immediately prior to our 2023 annual meeting of stockholders, all of which are subject in general to the employee’s and independent director’s continued service through the vesting date. Performance-based Restricted Stock Units In connection with the IPO and under the 2021 Plan, the Company granted 687,690 performance-based restricted stock units (“PSUs) to certain employees with each award vesting subject in general to the achievement of the performance condition and subject in general to the employee’s continued service through the vesting date. The fair value of the PSUs was estimated using a Monte Carlo simulation option pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. During the 26 weeks ended June 25, 2022, the Company granted 343,800 PSUs to employees with each award vesting subject in general to the achievement of a performance condition that measures the total shareholder return (“TSR”) relative to the TSR of the constituents of a custom peer group (“relative TSR”). The number of shares that may be earned ranges from 0% to 200% with straight-line interpolation applied and subject in general to the employee’s continued service through the vesting date. The fair value of the PSUs granted during the 26 weeks ended June 25, 2022 was estimated using a Monte Carlo simulation option pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term and expected risk-free interest rate. The Company recognized approximately $2.6 million and $4.8 million in equity-based compensation expense for the 13 weeks and 26 weeks ended June 25, 2022, respectively, resulting from the issuance of RSUs and PSUs under the 2021 Plan, and expects to record equity-based compensation expense of approximately $22.4 million through the first quarter of 2025. As of June 25, 2022, there was an aggregate of 7,379,639 shares of common stock available for future equity awards under the 2021 Plan. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 25, 2022 | |
Income Taxes | |
Income Taxes | 15. Income Taxes The tax (expense) benefit and the effective tax rate resulting from operations were as follows: 13 Weeks Ended 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Income before income taxes $ (39,391) $ (663) $ (32,623) $ 15,089 Effective income tax (expense) benefit $ 9,106 $ (676) $ 6,395 $ (4,716) Effective tax rate 23.1 % (102.0) % 19.6 % 31.3 % The effective tax rates for the 13 weeks and 26 weeks ended June 25, 2022 and June 26, 2021 differ from the U.S. federal statutory income tax rate of 21% primarily due to changes in earnings, nondeductible equity-based compensation, limitation on the deduction of executive compensation for public companies, various discrete items including the impairment of goodwill and state taxes. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 25, 2022 | |
Related Party Transactions | |
Related Party Transactions | 16. Related Party Transactions The Company has two related party leases for a manufacturing facility and land. The facility and land are leased from Morning Fresh Dairy (“Morning Fresh”), a related party entity owned and controlled by an employee, board member of the Company and major equity holder of the Ultimate Parent. The facility lease and land lease are classified as a finance lease and operating lease, respectively, based on the original lease term and reasonably certain renewal options. As of June 25, 2022, the facility has a lease liability balance of $6.8 million which is primarily recognized as long-term debt in our Condensed Consolidated Balance Sheets. As of June 25, 2022, the land lease has a liability balance of $0.5 million which is primarily recognized as long-term operating lease liabilities in our Condensed Consolidated Balance Sheets. The facility and land lease contained total payments of approximately $143 thousand and $124 thousand for the 13 weeks ended June 25, 2022 and June 26, 2021, respectively, and $285 thousand and $248 thousand for the 26 weeks ended June 25, 2022 and June 26, 2021, respectively. In addition, $45 thousand and $53 thousand was paid for the 13 weeks ended June 25, 2022 and June 26, 2021, respectively, and $91 thousand and $95 thousand was paid for the 26 weeks ended June 25, 2022 and June 26, 2021, respectively, for a proportionate share of utilities, taxes and insurance. Morning Fresh regularly purchases finished goods inventory from the Company for sale to its customers. Additionally, Morning Fresh regularly supplies milk used in the Company’s manufacturing process. Sales to and purchases from Morning Fresh were as follows: 13 Weeks Ended 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Sales $ 124 $ 123 $ 241 $ 235 Purchases $ 2,296 $ 1,530 $ 4,266 $ 2,841 Amounts outstanding in respect to Morning Fresh transactions were as follows: (In thousands) June 25, 2022 December 25, 2021 Receivables $ 9 $ 26 Payables $ 2,622 $ 354 The Company has a milk supply agreement with Morning Fresh for a base term ending December 31, 2027, with the option available for extension for a total of fifteen additional 2-year In January 2019, the Company entered into an agreement with a stockholder, to sell and issue 5,217 Class A units in exchange for a $6 million stockholder note receivable, which was recorded within stockholders’ equity. In accordance with the agreement, interest on the note accrued and compounded quarterly at a rate equal to the long-term applicable federal rate per annum on date of issuance on the unpaid principal amount of the note. The federal rate used on the date of issuance was the January 2019 long-term applicable federal rates for purposes of IRC 1274(d), which was 3.12%. On February 26, 2021, the stockholder note receivable plus accrued and unpaid interest was paid in full in the amount of $6.4 million. Advent International Corporation (“Advent”) is a private equity firm which has invested funds in our common stock. Although no individual fund owns a controlling interest in us, together the funds represent our current majority owners. Advent and its affiliates have ownership interests in a broad range of companies. We have entered and may in the future enter into commercial transactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services. The Company pays legal expenses and tax preparation fees on behalf of the Limited Partnership and carries balances within other long-term assets that reflects the amount due from the Limited Partnership. As of June 25, 2022 and December 25, 2021, the receivable balance was $0.5 million and $0.4 million, respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 25, 2022 | |
Earnings Per Share | |
Earnings Per Share | 17. Earnings Per Share Basic and diluted earnings per share (“EPS”) were as follows: 13 Weeks Ended 26 Weeks Ended (In thousands, except share and per share amounts) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Net income (loss) $ (30,285) $ (1,339) $ (26,228) $ 10,373 Basic Weighted average basic common shares outstanding 100,897,815 74,058,447 100,895,181 74,058,447 Basic earnings (loss) per share $ (0.30) $ (0.02) $ (0.26) $ 0.14 Diluted Weighted average diluted common shares outstanding 100,897,815 74,058,447 100,895,181 77,041,809 Diluted earnings (loss) per share $ (0.30) $ (0.02) $ (0.26) $ 0.13 There were no anti-dilutive shares for the diluted EPS calculations for the 13 weeks and 26 weeks ended June 25, 2022 and June 26, 2021. EPS calculations for the 13 weeks ended June 25, 2022 and June 26, 2021 excluded 0.4 million shares and 3.0 million shares, respectively, underlying stock options issuable upon exercise that would have been anti-dilutive due to the net loss for the period. EPS calculations for the 26 weeks ended June 25, 2022 excluded 0.2 million shares underlying stock options issuable upon exercise that would have been anti-dilutive due to the net loss for the period. There were no anti-dilutive shares for the diluted EPS calculation for the 26 weeks ended June 26, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 25, 2022 | |
Subsequent Events | |
Subsequent Events | 18. Subsequent Events The Company Interest Rate Hedge In July 2022, the Company entered into a cash flow hedge to manage interest rate risk on its variable rate under the Initial First Lien Term Loan Facility. Effective July 29, 2022, the Company transacted an interest rate cap with JPMorgan Chase Bank, N.A. for a notional amount of $240 million, a strike rate of 4.00% and a maturity date of July 31, 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 25, 2022 | |
Summary of Significant Accounting Policies | |
Hedging and Derivative Financial Instruments | Hedging and Derivative Financial Instruments We are exposed to certain risks relating to our ongoing business operations. From time to time, we use derivative financial instruments, principally option contracts, collars and interest rate caps, to reduce our exposure to foreign currency risk and interest rate risk. We do not hold or issue derivatives for speculative purposes. Derivative instruments are classified in the Condensed Consolidated Balance Sheets based on the contractual maturity of the instrument or the timing of the underlying cash flows. The fair value of derivative instruments is reflected in prepaid expenses and other current assets or accrued expenses. On the Condensed Consolidated Statements of Cash Flows, cash flows associated with derivative instruments are classified according to the nature of the underlying hedged item. Derivative instruments that have not been designated in an effective hedging relationship are considered economic hedges, and their change in fair value is recognized in the Condensed Consolidated Statements of Operations in selling, general and administrative. |
New Accounting Pronouncements and Policies | New Accounting Pronouncements and Policies Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Revenue Recognition | |
Schedule of revenue disaggregated | 13 Weeks Ended 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Rao’s $ 119,798 $ 83,444 $ 257,210 $ 198,514 Noosa 47,548 43,716 89,399 82,586 Michael Angelo’s 19,740 18,594 39,982 37,597 Birch Benders 10,347 16,084 20,775 32,512 Total net sales $ 197,433 $ 161,838 $ 407,366 $ 351,209 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Inventories | |
Schedule of inventories | (In thousands) June 25, 2022 December 25, 2021 Finished goods $ 61,885 $ 38,715 Raw materials and packaging supplies 14,741 12,900 Total inventories $ 76,626 $ 51,615 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Goodwill. | |
Schedule of Goodwill | (In thousands) Goodwill Balance as of December 25, 2021 437,451 Impairment (42,052) Balance as of June 25, 2022 $ 395,399 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Intangible Assets, Net | |
Schedule of intangible assets net | June 25, 2022 Gross carrying Accumulated Net carrying (In thousands) amount amortization amount Intangible assets - definite lives Customer relationships $ 213,000 $ 80,265 $ 132,735 Tradename 192,347 27,047 165,300 405,347 107,312 298,035 Intangible assets - indefinite lives Tradename 153,000 — 153,000 Total intangible assets $ 558,347 $ 107,312 $ 451,035 December 25, 2021 Gross carrying Accumulated Net carrying (In thousands) amount amortization amount Intangible assets - definite lives Customer relationships $ 213,000 $ 71,330 $ 141,670 Tradename 192,347 22,362 169,985 405,347 93,692 311,655 Intangible assets - indefinite lives Tradename 153,000 — 153,000 Total intangible assets $ 558,347 $ 93,692 $ 464,655 |
Schedule of amortization expenses intangible assets net | (In thousands) Amortization Remainder of 2022 $ 13,620 2023 27,240 2024 27,240 2025 27,240 2026 27,240 2027 and thereafter 175,455 Total $ 298,035 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Accrued Expenses | |
Schedule of Accrued Expenses | (In thousands) June 25, 2022 December 25, 2021 Accrued trade $ 21,886 $ 23,122 Accrued general expense 13,607 15,327 Accrued compensation and benefits 10,588 10,478 Accrued marketing 1,921 2,830 Total accrued expenses $ 48,002 $ 51,757 |
Long-term debt (Tables)
Long-term debt (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Long-term debt | |
Schedule of Long-term debt | June 25, 2022 Unamortized debt issuance (In thousands) Principal costs Total debt, net Initial First Lien Term Loan Facility $ 480,800 $ (5,875) $ 474,925 Finance lease liabilities 7,048 — 7,048 Total debt $ 487,848 $ (5,875) 481,973 Less: current portion of finance lease liabilities 90 Total long-term debt $ 481,883 December 25, 2021 Unamortized debt issuance (In thousands) Principal costs Total debt, net Initial First Lien Term Loan Facility $ 480,800 $ (6,377) $ 474,423 Finance lease liabilities 7,095 — 7,095 Total debt $ 487,895 $ (6,377) 481,518 Less: current portion of finance lease liabilities 98 Total long-term debt $ 481,420 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Leases | |
Schedule of components of lease expenses | The components of lease expense were as follows: 13 Weeks Ended 26 Weeks Ended (In thousands) Statement of Operations Caption June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Operating lease cost: Lease cost Cost of sales and Selling, general and administrative $ 839 $ 808 $ 1,679 $ 1,585 Variable lease cost (1) Cost of sales and Selling, general and administrative 357 317 720 656 Total operating lease cost 1,196 1,125 2,399 2,241 Short term lease cost Cost of sales and Selling, general and administrative 50 31 96 111 Finance lease cost: Amortization of right-of-use assets Cost of sales and Selling, general and administrative 65 65 130 130 Interest on lease liabilities Interest expense 132 133 265 266 Total finance lease cost 197 198 395 396 Total lease cost $ 1,443 $ 1,354 $ 2,890 $ 2,748 (1) Variable lease cost primarily consists of common area maintenance, utilities, taxes and insurance. The gross amount of assets and liabilities related to both operating and finance leases were as follows: (In thousands) Balance Sheet Caption June 25, 2022 December 25, 2021 Assets Operating lease right-of-use assets Operating lease right-of-use assets $ 14,497 $ 15,672 Finance lease right-of-use assets Property and equipment, net 6,168 6,299 Total lease assets $ 20,665 $ 21,971 Liabilities Current: Operating lease liabilities Current portion of long-term operating lease liabilities $ 3,208 $ 3,216 Finance lease liabilities Current portion of long-term debt 90 98 Long-term: Operating lease liabilities Long-term operating lease liabilities 15,721 17,302 Finance lease liabilities Long-term debt, net of debt issuance costs 6,958 6,997 Total lease liabilities $ 25,977 $ 27,613 The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases were as follows: June 25, 2022 December 25, 2021 Weighted-average remaining lease term (in years): Operating leases 6.7 7.1 Finance leases 34.5 34.8 Weighted-average discount rate Operating leases 4.9 % 4.9 % Finance leases 7.8 % 7.8 % Supplemental cash flow and other information related to leases were as follows: 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 2,030 $ 1,891 Operating cash flows from finance leases 265 266 Financing cash flows from finance leases 47 $ 33 Right-of-use assets obtained in exchange for new lease liabilities Finance leases — — Operating leases 41 — |
Schedule of Future minimum lease payments of operating leases | Future maturities of lease liabilities as of June 25, 2022, were as follows: (In thousands) Operating Leases Finance Leases Fiscal year ending: Remainder of 2022 $ 2,022 $ 295 2023 4,051 609 2024 3,483 557 2025 2,972 549 2026 2,999 520 Thereafter 6,920 18,970 Total lease payments 22,447 21,500 Less: Interest (3,518) (14,452) Present value of lease liabilities $ 18,929 $ 7,048 |
Schedule of Future minimum lease payments of finance leases | (In thousands) Operating Leases Finance Leases Fiscal year ending: Remainder of 2022 $ 2,022 $ 295 2023 4,051 609 2024 3,483 557 2025 2,972 549 2026 2,999 520 Thereafter 6,920 18,970 Total lease payments 22,447 21,500 Less: Interest (3,518) (14,452) Present value of lease liabilities $ 18,929 $ 7,048 |
Hedging and Derivative Financ_2
Hedging and Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Hedging and Derivative Financial Instruments | |
Schedule of changes in the fair values of derivatives not designated as hedging instruments | The following table presents the pretax impact that changes in the fair values of derivatives not designated as hedging instruments had on earnings (in thousands): Gain (Loss) Recognized 13 Weeks Ended 26 Weeks Ended Derivatives Not Designated as Hedging Instruments Statement of Operations Caption June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Foreign currency contracts Selling, general and administrative $ (497) $ — $ (497) $ — Total $ (497) $ — $ (497) $ — |
Schedule of fair values of the Company's derivative instruments that were not designated as hedging instruments | The following table presents the fair values of the Company’s derivative instruments that were not designated as hedging instruments (in thousands): Fair Value (1)(2) Derivatives Not Designated as Hedging Instruments Balance Sheet Caption (1) June 25, 2022 December 25, 2021 Assets Foreign currency contracts $ 311 $ — Liabilities Foreign currency contracts 808 — Foreign currency contracts, net Accrued expenses $ 497 $ (1) All of the Company’s derivative instruments are carried at fair value in our Condensed Consolidated Balance Sheets after considering the impact of legally enforceable master netting agreements. . (2) See Note 11 Fair Value of Financial Instruments for additional information related to the estimated fair value . |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Income Taxes | |
Schedule of income tax expense (benefit) | 13 Weeks Ended 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Income before income taxes $ (39,391) $ (663) $ (32,623) $ 15,089 Effective income tax (expense) benefit $ 9,106 $ (676) $ 6,395 $ (4,716) Effective tax rate 23.1 % (102.0) % 19.6 % 31.3 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Related Party Transactions | |
Schedule of transactions with related party | 13 Weeks Ended 26 Weeks Ended (In thousands) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Sales $ 124 $ 123 $ 241 $ 235 Purchases $ 2,296 $ 1,530 $ 4,266 $ 2,841 (In thousands) June 25, 2022 December 25, 2021 Receivables $ 9 $ 26 Payables $ 2,622 $ 354 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Earnings Per Share | |
Schedule of Basic and diluted earnings (loss) per share | 13 Weeks Ended 26 Weeks Ended (In thousands, except share and per share amounts) June 25, 2022 June 26, 2021 June 25, 2022 June 26, 2021 Net income (loss) $ (30,285) $ (1,339) $ (26,228) $ 10,373 Basic Weighted average basic common shares outstanding 100,897,815 74,058,447 100,895,181 74,058,447 Basic earnings (loss) per share $ (0.30) $ (0.02) $ (0.26) $ 0.14 Diluted Weighted average diluted common shares outstanding 100,897,815 74,058,447 100,895,181 77,041,809 Diluted earnings (loss) per share $ (0.30) $ (0.02) $ (0.26) $ 0.13 |
Company Overview (Details)
Company Overview (Details) $ / shares in Units, $ in Millions | May 04, 2022 shares | Oct. 05, 2021 USD ($) shares | Sep. 27, 2021 USD ($) $ / shares shares | Sep. 22, 2021 $ / shares shares | Jun. 25, 2022 subsidiary $ / shares | Dec. 25, 2021 $ / shares | Sep. 23, 2021 $ / shares | Sep. 08, 2021 $ / shares | Sep. 07, 2021 $ / shares |
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.01 | ||||
IPO | |||||||||
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |||||||||
Common stock issued (in shares) | shares | 23,334,000 | 23,334,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Offering price (in dollar per share) | $ 12 | $ 12 | |||||||
Net proceeds | $ | $ 263.2 | ||||||||
Over-Allotment Option | |||||||||
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |||||||||
Common stock issued (in shares) | shares | 26,834,100 | 3,500,100 | 3,500,100 | 3,500,100 | |||||
Net proceeds | $ | $ 39.5 | ||||||||
Sovos Brands Holdings, Inc | |||||||||
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |||||||||
Ownership percentage | 100% | ||||||||
Sovos Brands Limited Partnership | Sovos Brands, Inc | |||||||||
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |||||||||
Ownership percentage | 100% | ||||||||
Sovos Brands Holdings, Inc | Sovos Brands Intermediate, Inc. | |||||||||
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |||||||||
Ownership percentage | 100% | ||||||||
Sovos Brands Intermediate, Inc. | |||||||||
Consolidation, Wholly Owned Subsidiary, Parent Ownership Interest [Line Items] | |||||||||
Number of subsidiaries | subsidiary | 4 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Revenue Recognition | ||||
Total net sales | $ 197,433 | $ 161,838 | $ 407,366 | $ 351,209 |
Rao's | ||||
Revenue Recognition | ||||
Total net sales | 119,798 | 83,444 | 257,210 | 198,514 |
Noosa | ||||
Revenue Recognition | ||||
Total net sales | 47,548 | 43,716 | 89,399 | 82,586 |
Michael Angelo's | ||||
Revenue Recognition | ||||
Total net sales | 19,740 | 18,594 | 39,982 | 37,597 |
Birch Bender's | ||||
Revenue Recognition | ||||
Total net sales | $ 10,347 | $ 16,084 | $ 20,775 | $ 32,512 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Inventories | ||
Finished goods | $ 61,885 | $ 38,715 |
Raw materials and packaging supplies | 14,741 | 12,900 |
Total inventories | $ 76,626 | $ 51,615 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Goodwill | ||||
Beginning balance | $ 437,451 | |||
Impairment | $ (42,052) | $ 0 | (42,052) | $ 0 |
Ending balance | $ 395,399 | $ 395,399 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Intangible assets - definite lives | ||
Gross carrying amount | $ 405,347 | $ 405,347 |
Accumulated amortization | 107,312 | 93,692 |
Total | 298,035 | 311,655 |
Intangible assets - indefinite lives | ||
Gross Carrying Amount | 558,347 | 558,347 |
Accumulated amortization | 107,312 | 93,692 |
Net carrying amount | 451,035 | 464,655 |
Tradename | ||
Intangible assets - indefinite lives | ||
Net carrying amount | 153,000 | 153,000 |
Customer relationships | ||
Intangible assets - definite lives | ||
Gross carrying amount | 213,000 | 213,000 |
Accumulated amortization | 80,265 | 71,330 |
Total | 132,735 | 141,670 |
Intangible assets - indefinite lives | ||
Accumulated amortization | 80,265 | 71,330 |
Tradename | ||
Intangible assets - definite lives | ||
Gross carrying amount | 192,347 | 192,347 |
Accumulated amortization | 27,047 | 22,362 |
Total | 165,300 | 169,985 |
Intangible assets - indefinite lives | ||
Accumulated amortization | $ 27,047 | $ 22,362 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Intangible Assets, Net | ||||
Amortization expense | $ 6.8 | $ 6.8 | $ 13.6 | $ 13.6 |
Impairment charges | $ 0 | $ 0 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization expense (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 13,620 | |
2023 | 27,240 | |
2024 | 27,240 | |
2025 | 27,240 | |
2026 | 27,240 | |
2027 and thereafter | 175,455 | |
Total | $ 298,035 | $ 311,655 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Accrued Expenses | ||
Accrued trade | $ 21,886 | $ 23,122 |
Accrued general expense | 13,607 | 15,327 |
Accrued compensation and benefits | 10,588 | 10,478 |
Accrued marketing | 1,921 | 2,830 |
Total accrued expenses | $ 48,002 | $ 51,757 |
Long-term debt - Schedule of Lo
Long-term debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Long-term debt | ||
Principal | $ 487,848 | $ 487,895 |
Unamortized debt issuance costs | (5,875) | (6,377) |
Finance lease liabilities | 7,048 | 7,095 |
Total debt | 481,973 | 481,518 |
Less: current portion of finance lease liabilities | 90 | 98 |
Total long-term debt | 481,883 | 481,420 |
Initial First Lien Term Loan Facility | ||
Long-term debt | ||
Principal | 480,800 | 480,800 |
Unamortized debt issuance costs | (5,875) | (6,377) |
Total debt, net | $ 474,925 | $ 474,423 |
Long-term debt (Details)
Long-term debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Sep. 27, 2021 | Jun. 08, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Nov. 30, 2018 | Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | Dec. 25, 2021 | Oct. 31, 2020 | |
Long-term debt | ||||||||||||
Dividends | $ 400,000 | |||||||||||
Loss on the extinguishment | $ (9,717) | $ (9,717) | ||||||||||
Principal | $ 487,848 | $ 487,848 | $ 487,895 | |||||||||
Payment of debt issuance costs | 3,008 | |||||||||||
Amortization of debt issuance costs | 633 | 1,058 | ||||||||||
Interest expense. | ||||||||||||
Long-term debt | ||||||||||||
Amortization of debt Discount | 300 | $ 500 | 600 | $ 1,100 | ||||||||
Initial First Lien Term Loan Facility | ||||||||||||
Long-term debt | ||||||||||||
Prepayment of debt | $ 39,500 | $ 59,700 | ||||||||||
Accrued interest | 900 | |||||||||||
Loss on the extinguishment | (1,400) | |||||||||||
Principal | $ 480,800 | $ 480,800 | ||||||||||
Payment of debt issuance costs | $ 6,800 | |||||||||||
Percentage of reduction in interest upon consummation of an IPO | 0.50% | |||||||||||
Threshold limit of Percentage of minimum interest rate | 0.75% | |||||||||||
Effective interest rate (as a percent) | 4.25% | 4.25% | 4.50% | |||||||||
Revolving Facility | ||||||||||||
Long-term debt | ||||||||||||
Write off of debt issuance costs | $ 300 | |||||||||||
Payment of debt issuance costs | 1,100 | |||||||||||
Amortization of debt issuance costs | 200 | |||||||||||
Available credit | $ 125,000 | $ 125,000 | $ 125,000 | |||||||||
Outstanding debt | $ 0 | $ 0 | ||||||||||
Revolving Facility | Deutsche Bank, and Aresbank, S.A | ||||||||||||
Long-term debt | ||||||||||||
Loan amount | $ 45,000 | |||||||||||
Repayments of Lines of Credit | 7,000 | |||||||||||
Initial Second Lien Facility | ||||||||||||
Long-term debt | ||||||||||||
Prepayment of debt | 200,000 | |||||||||||
Accrued interest | 2,900 | |||||||||||
Write off of debt issuance costs | $ 4,300 | |||||||||||
Payment of debt issuance costs | $ 500 | |||||||||||
Percentage of reduction in interest upon consummation of an IPO | 0.25% | |||||||||||
Initial Second Lien Facility | LIBOR | ||||||||||||
Long-term debt | ||||||||||||
Interest rate (as a percent) | 8% | |||||||||||
Threshold limit of Percentage of minimum interest rate | 0.75% | 0.75% | ||||||||||
First Lien Revolving Line of Credit | ||||||||||||
Long-term debt | ||||||||||||
Threshold limit of Percentage of minimum interest rate | 0% | |||||||||||
Outstanding debt | $ 0 | $ 0 | 0 | |||||||||
2018 Term loan | Credit Suisse, Citizens Bank N.A | ||||||||||||
Long-term debt | ||||||||||||
Loan amount | 280,000 | |||||||||||
2017 Term loan | ||||||||||||
Long-term debt | ||||||||||||
Repayment of outstanding loan | $ 158,400 | |||||||||||
Incremental Term Loan | ||||||||||||
Long-term debt | ||||||||||||
Loan amount | $ 100,000 | |||||||||||
Debt issuance costs | $ 3,200 | |||||||||||
2018 Term loan and Incremental Term loan | ||||||||||||
Long-term debt | ||||||||||||
Write off of debt issuance costs | $ 9,400 | |||||||||||
2018 Term loan and Incremental Term loan | Credit Suisse, Citizens Bank N.A | ||||||||||||
Long-term debt | ||||||||||||
Repayment of outstanding loan | 373,200 | |||||||||||
First Lien Credit Agreement | ||||||||||||
Long-term debt | ||||||||||||
Threshold limit, maximum leverage ratio of consolidated first lien net debt to consolidated EBITDA | 6.95 | |||||||||||
Financial covenant testing threshold percentage of aggregate revolving credit commitments | 35% | |||||||||||
First Lien Credit Agreement | Initial First Lien Term Loan Facility | ||||||||||||
Long-term debt | ||||||||||||
Loan amount | 580,000 | |||||||||||
First Lien Credit Agreement | Revolving Facility | ||||||||||||
Long-term debt | ||||||||||||
Maximum borrowing capacity | 125,000 | |||||||||||
First Lien Credit Agreement | Letter of credit facility | ||||||||||||
Long-term debt | ||||||||||||
Maximum borrowing capacity | 45,000 | |||||||||||
Second Lien Credit Agreement | Initial Second Lien Facility | ||||||||||||
Long-term debt | ||||||||||||
Loan amount | $ 200,000 | |||||||||||
Initial First Lien Term Loan Facility and Revolving Facility | ||||||||||||
Long-term debt | ||||||||||||
Percentage of reduction in interest upon consummation of an IPO | 50% | |||||||||||
Initial First Lien Term Loan Facility and Revolving Facility | LIBOR | Minimum | ||||||||||||
Long-term debt | ||||||||||||
Interest rate (as a percent) | 4% | |||||||||||
Initial First Lien Term Loan Facility and Revolving Facility | LIBOR | Maximum | ||||||||||||
Long-term debt | ||||||||||||
Interest rate (as a percent) | 4.25% | |||||||||||
Initial First Lien Term Loan Facility | ||||||||||||
Long-term debt | ||||||||||||
Principal | $ 480,800 | $ 480,800 | $ 480,800 | |||||||||
Debt discounts on issuance | $ 1,500 | |||||||||||
Initial Second Lien Facility | ||||||||||||
Long-term debt | ||||||||||||
Debt discounts on issuance | $ 4,000 |
Leases - Components of lease ex
Leases - Components of lease expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Operating lease cost: | ||||
Total operating lease cost | $ 1,196 | $ 1,125 | $ 2,399 | $ 2,241 |
Total finance lease cost | 197 | 198 | 395 | 396 |
Total lease cost | 1,443 | 1,354 | 2,890 | 2,748 |
Cost of sales and Selling, general and administrative | ||||
Operating lease cost: | ||||
Lease cost | 839 | 808 | 1,679 | 1,585 |
Variable lease cost | 357 | 317 | 720 | 656 |
Short term lease cost | 50 | 31 | 96 | 111 |
Amortization of right-of-use assets | 65 | 65 | 130 | 130 |
Interest expense. | ||||
Operating lease cost: | ||||
Interest on lease liabilities | $ 132 | $ 133 | $ 265 | $ 266 |
Real estate | Minimum | ||||
Leases | ||||
Lease term | 2 years | 2 years | ||
Real estate | Maximum | ||||
Leases | ||||
Lease term | 10 years | 10 years | ||
Equipment | ||||
Leases | ||||
Lease term | 5 years | 5 years | ||
Manufacturing facilities and office space | ||||
Leases | ||||
Lessor, Operating Lease, Existence of Option to Extend [true false] | true | |||
Manufacturing facilities and office space | Minimum | ||||
Leases | ||||
Lease term | 2 years | 2 years | ||
Manufacturing facilities and office space | Maximum | ||||
Leases | ||||
Lease term | 30 years | 30 years |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Leases | ||
Operating lease right-of-use assets | $ 14,497 | $ 15,672 |
Finance lease right-of-use assets | $ 6,168 | 6,299 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | |
Total lease assets | $ 20,665 | 21,971 |
Current portion of long-term lease liabilities | 3,208 | 3,216 |
Finance lease liabilities | $ 90 | 98 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation, Current | |
Operating lease liability, long-term | $ 15,721 | 17,302 |
Finance lease liabilities, long-term | $ 6,958 | 6,997 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation | |
Total lease liabilities | $ 25,977 | $ 27,613 |
Leases - Other information (Det
Leases - Other information (Details) | Jun. 25, 2022 | Dec. 25, 2021 |
Leases | ||
Weighted-average remaining lease term (years) - operating leases | 6 years 8 months 12 days | 7 years 1 month 6 days |
Weighted-average discount rate - operating leases | 4.90% | 4.90% |
Weighted-average remaining lease term (years) - Finance leases | 34 years 6 months | 34 years 9 months 18 days |
Weighted-average discount rate - Finance leases | 7.80% | 7.80% |
Leases - Future maturities of l
Leases - Future maturities of lease liabilities (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Operating Leases | ||
Remainder of 2022 | $ 2,022 | |
2023 | 4,051 | |
2024 | 3,483 | |
2025 | 2,972 | |
2026 | 2,999 | |
Thereafter | 6,920 | |
Total lease payments | 22,447 | |
Less: Interest | (3,518) | |
Present value of lease liabilities | 18,929 | |
Finance Leases | ||
Remainder of 2022 | 295 | |
2023 | 609 | |
2024 | 557 | |
2025 | 549 | |
2026 | 520 | |
Thereafter | 18,970 | |
Total lease payments | 21,500 | |
Less: Interest | (14,452) | |
Present value of lease liabilities | $ 7,048 | $ 7,095 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow and other information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 2,030 | $ 1,891 |
Operating cash flows from finance leases | 265 | 266 |
Financing cash flows from finance leases | 47 | $ 33 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 41 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Jun. 25, 2022 USD ($) |
Commitments and Contingencies. | |
Purchase commitments to third-party manufacturers | $ 12.4 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | Dec. 25, 2021 | |
Fair Value of Financial Instruments | |||||
Assets transfer from level 1 to level 2 | $ 0 | $ 0 | $ 0 | ||
Assets transfer from level 2 to level 1 | 0 | 0 | 0 | ||
Liabilities transfer from level 1 to level 2 | 0 | 0 | 0 | ||
Liabilities transfer from level 2 to level 1 | 0 | 0 | 0 | ||
Assets transfer in or out of level 3 | 0 | 0 | |||
Liability transfer in or out of level 3 | 0 | 0 | |||
Derivative instruments | 500 | 500 | $ 0 | ||
Impairment of goodwill | $ 42,052 | $ 0 | $ 42,052 | $ 0 |
Hedging and Derivative Financ_3
Hedging and Derivative Financial Instruments - Changes in fair values of derivatives (Details) - Not Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 25, 2022 | Jun. 25, 2022 | Dec. 25, 2021 | |
Derivative [Line Items] | |||
Gain (Loss) Recognized | $ (497) | $ (497) | |
Foreign Exchange Contract [Member] | |||
Derivative [Line Items] | |||
Total notional value | 297,200 | 297,200 | $ 0 |
Foreign Exchange Contract [Member] | Selling, General and Administrative Expenses [Member] | |||
Derivative [Line Items] | |||
Gain (Loss) Recognized | $ (497) | $ (497) |
Hedging and Derivative Financ_4
Hedging and Derivative Financial Instruments - Fair value of derivative instruments (Details) - Foreign Exchange Contract [Member] - Accrued Liabilities [Member] - Not Designated as Hedging Instrument [Member] $ in Thousands | Jun. 25, 2022 USD ($) |
Assets | |
Total Assets | $ 311 |
Liabilities | |
Total Liabilities | 808 |
Foreign currency contracts, net | $ 497 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||||||
May 04, 2022 shares | Oct. 05, 2021 USD ($) shares | Sep. 27, 2021 USD ($) $ / shares shares | Sep. 22, 2021 $ / shares shares | Sep. 08, 2021 $ / shares shares | Jun. 08, 2021 USD ($) | Jun. 26, 2021 USD ($) | Jun. 25, 2022 $ / shares shares | Dec. 25, 2021 $ / shares shares | Sep. 23, 2021 $ / shares shares | Sep. 07, 2021 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Payment of dividends | $ | $ 400,000 | $ 400,000 | |||||||||
Shares authorized | 510,000,000 | ||||||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 750,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.01 | ||||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Stock split ratio | 120.8 | ||||||||||
Number of fractional shares issued | 0 | ||||||||||
Common stock, issued (in shares) | 74,058,447 | 100,912,023 | 100,892,547 | ||||||||
Common stock, outstanding (in shares) | 74,058,447 | 100,912,023 | 100,892,547 | ||||||||
IPO | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Common stock issued (in shares) | 23,334,000 | 23,334,000 | |||||||||
Offering price (in dollar per share) | $ / shares | $ 12 | $ 12 | |||||||||
Net proceeds from IPO | $ | $ 263,200 | ||||||||||
Underwriting discounts and commissions | $ | $ 16,800 | ||||||||||
Over-Allotment Option | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Common stock, outstanding (in shares) | 100,892,547 | ||||||||||
Common stock issued (in shares) | 26,834,100 | 3,500,100 | 3,500,100 | 3,500,100 | |||||||
Net proceeds from IPO | $ | $ 39,500 | ||||||||||
Underwriting discounts and commissions | $ | $ 2,500 | ||||||||||
Ownership percentage held by new investors | 26.60% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 03, 2021 tranche shares | Sep. 22, 2021 tranche item | Sep. 21, 2021 installment shares | Jun. 25, 2022 USD ($) installment item shares | Jun. 26, 2021 USD ($) | Jun. 25, 2022 USD ($) installment item shares | Jun. 26, 2021 USD ($) | Sep. 23, 2021 USD ($) | Dec. 25, 2021 USD ($) | Nov. 04, 2021 tranche | |
2021 Equity Incentive Plan | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Allocated share based payments | $ | $ 2.6 | $ 4.8 | ||||||||
Shares reserved for future issuance | 9,739,244 | 7,379,639 | 7,379,639 | |||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ | $ 22.4 | $ 22.4 | ||||||||
Time Based Restricted Common Stock | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Equity-based compensation expense | $ | 0.3 | $ 0.5 | $ 0.6 | $ 1.1 | ||||||
Time Based Restricted Common Stock | 2021 Equity Incentive Plan | Employees | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 967,158 | |||||||||
Performance Based Incentive Units | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Equity-based compensation expense | $ | $ 0 | |||||||||
Performance Based Restricted Stock Units | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Expiration period | 30 months | |||||||||
Grants in period | 343,800 | |||||||||
Equity-based compensation expense | $ | $ 1.7 | $ 3.2 | ||||||||
Performance Based Restricted Stock Units | Minimum | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Vesting percentage | 0% | |||||||||
Performance Based Restricted Stock Units | Maximum | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Vesting percentage | 200% | |||||||||
Performance Based Restricted Stock Units | 2021 Equity Incentive Plan | Employees | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 687,690 | |||||||||
Performance Based Restricted Common Stock | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Modified grant date fair value | $ | $ 13 | $ 6.1 | ||||||||
Multiplying factor for invested capital | tranche | 2 | 2 | 4 | |||||||
Volume of weighted average share price, number of day | item | 30 | |||||||||
Maximum percentage owned by ultimate parent | 25% | |||||||||
Term of post IPO | 30 months | |||||||||
Vested | 683,442 | |||||||||
Service Based Restricted Common Stock | Tranche One | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Vested | 33,065 | |||||||||
Service Based Restricted Common Stock | Tranche Two | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Vested | 2,298,866 | |||||||||
Restricted Stock Units | Employees and Independent Directors | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 673,415 | |||||||||
Restricted Stock Units | Vesting in Two Installments | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 576,688 | |||||||||
Number of installments | installment | 2 | 2 | ||||||||
Restricted Stock Units | Vesting in Three Installments | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 76,039 | |||||||||
Number of installments | installment | 3 | 3 | ||||||||
Restricted Stock Units | Vesting In First Anniversary | Employees and Independent Directors | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 20,688 | |||||||||
Restricted Stock Units | 2021 Equity Incentive Plan | Tranche One | Employees | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 759,362 | |||||||||
Vesting percentage | 100% | |||||||||
Restricted Stock Units | 2021 Equity Incentive Plan | Tranche Two | Employees and Independent Directors | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 191,130 | |||||||||
Number of installments | installment | 3 | |||||||||
Restricted Stock Units | 2021 Equity Incentive Plan | Tranche Four | Director | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Grants in period | 16,666 | |||||||||
Incentive Units | ||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
Number of liquidation time horizons | item | 3 | 3 | ||||||||
Liquidation time horizon | 3 years | |||||||||
Time Horizon Probability Percentage | 33.30% |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Income Taxes | ||||
Income before income taxes | $ (39,391) | $ (663) | $ (32,623) | $ 15,089 |
Effective income tax (expense) benefit | $ 9,106 | $ (676) | $ 6,395 | $ (4,716) |
Effective tax rate | 23.10% | (102.00%) | 19.60% | 31.30% |
Federal income tax rate | 21% | 21% | 21% | 21% |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 25, 2022 USD ($) item | Jun. 26, 2021 USD ($) | Jun. 25, 2022 USD ($) item | Jun. 26, 2021 USD ($) | Dec. 25, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||
Related party leases | item | 2 | 2 | |||
Finance lease liability | $ 6,958 | $ 6,958 | $ 6,997 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation | Long-term Debt and Lease Obligation | |||
Operating lease liability, long-term | $ 15,721 | $ 15,721 | $ 17,302 | ||
Morning Fresh | |||||
Related Party Transaction [Line Items] | |||||
Finance lease liability | 6,800 | 6,800 | |||
Operating lease liability, long-term | 500 | 500 | |||
Total facility lease payments | 143 | $ 124 | 285 | $ 248 | |
Shares of utilities | $ 45 | $ 53 | $ 91 | $ 95 |
Related Party Transactions - Tr
Related Party Transactions - Transactions (Details) - Morning Fresh - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | Dec. 25, 2021 | |
Related Party Transaction [Line Items] | |||||
Sales | $ 124 | $ 123 | $ 241 | $ 235 | |
Purchases | 2,296 | $ 1,530 | 4,266 | $ 2,841 | |
Receivables | 9 | 9 | $ 26 | ||
Payables | $ 2,622 | $ 2,622 | $ 354 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) shares in Thousands | 1 Months Ended | 6 Months Ended | ||
Feb. 26, 2021 USD ($) | Jan. 31, 2019 USD ($) shares | Jun. 25, 2022 USD ($) item | Dec. 25, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||
Future commitments to purchase | $ 12,400,000 | |||
Morning Fresh | Milk supply agreement | ||||
Related Party Transaction [Line Items] | ||||
Number of additional periods | item | 15 | |||
Term of extension period | 2 years | |||
Written notice required to terminate agreement | 4 years | |||
Maximum quantity agreed to be received | 3,650,000 | |||
Future commitments to purchase | $ 42,600,000 | |||
Monthly additional costs | 33,000 | |||
Early termination penalty | $ 0 | |||
Term of Agreement | 10 years | |||
Morning Fresh | Milk supply agreement | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Early termination penalty | $ 3,000,000 | |||
Stockholder | Class A units | ||||
Related Party Transaction [Line Items] | ||||
Issuance of notes to stockholders (in shares) | shares | 5,217 | |||
Stockholder's note receivable | $ 6,000,000 | |||
Interest rate (as a percent) | 3.12% | |||
Proceeds from stockholder note receivable | $ 6,400,000 | |||
Sovos Brands Limited Partnership | ||||
Related Party Transaction [Line Items] | ||||
Receivable balance | $ 500,000 | $ 400,000 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Earnings Per Share | ||||
Net income (loss) | $ (30,285) | $ (1,339) | $ (26,228) | $ 10,373 |
Basic | ||||
Weighted average basic common shares outstanding | 100,897,815 | 74,058,447 | 100,895,181 | 74,058,447 |
Basic earnings (loss) per share | $ (0.30) | $ (0.02) | $ (0.26) | $ 0.14 |
Diluted | ||||
Weighted average diluted common shares outstanding | 100,897,815 | 74,058,447 | 100,895,181 | 77,041,809 |
Diluted earnings (loss) per share | $ (0.30) | $ (0.02) | $ (0.26) | $ 0.13 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares underlying stock options | 0 | 0 | 0 | 0 |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares underlying stock options | 400,000 | 3,000,000 | 200,000 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Initial First Lien Term Loan Facility - Interest Rate Cap $ in Millions | Jul. 31, 2022 USD ($) |
Subsequent Event [Line Items] | |
Total notional value | $ 240 |
Derivative, Cap Interest Rate | 4% |