Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 28, 2019 | Jul. 29, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 28, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | CHEFS’ WAREHOUSE, INC. | |
Entity Central Index Key | 0001517175 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-28 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,291,364 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | CHEF | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-35249 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-3031526 | |
Entity Address, Address Line One | 100 East Ridge Road, | |
Entity Address, City or Town | Ridgefield, | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06877 | |
City Area Code | 203 | |
Local Phone Number | 894-1345 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 24,294 | $ 42,410 |
Accounts receivable, net of allowance of $7,993 in 2019 and $7,460 in 2018 | 157,461 | 161,758 |
Inventories, net | 122,592 | 112,614 |
Prepaid expenses and other current assets | 12,650 | 11,953 |
Total current assets | 316,997 | 328,735 |
Equipment, leasehold improvements and software, net | 90,198 | 85,276 |
Operating lease right-of-use assets | 128,922 | |
Goodwill | 193,526 | 184,280 |
Intangible assets, net | 144,420 | 130,033 |
Other assets | 3,688 | 4,074 |
Total assets | 877,751 | 732,398 |
Current liabilities: | ||
Accounts payable | 86,814 | 87,799 |
Accrued liabilities | 24,787 | 24,810 |
Short-term operating lease liabilities | 16,554 | |
Accrued compensation | 10,779 | 12,872 |
Current portion of long-term debt | 304 | 61 |
Total current liabilities | 139,238 | 125,542 |
Long-term debt, net of current portion | 281,628 | 278,169 |
Operating lease liabilities | 121,846 | |
Deferred taxes, net | 10,153 | 9,601 |
Other liabilities and deferred credits | 7,491 | 10,410 |
Total liabilities | 560,356 | 423,722 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding June 28, 2019 and December 28, 2018 | 0 | 0 |
Common Stock, $0.01 par value, 100,000,000 shares authorized, 30,291,364 and 29,968,483 shares issued and outstanding at June 28, 2019 and December 28, 2018, respectively | 303 | 300 |
Additional paid-in capital | 209,016 | 207,326 |
Accumulated other comprehensive loss | (2,048) | (2,221) |
Retained earnings | 110,124 | 103,271 |
Stockholders’ equity | 317,395 | 308,676 |
Total liabilities and stockholders’ equity | $ 877,751 | $ 732,398 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 7,993 | $ 7,460 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, issued (in shares) | 0 | 0 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, issued (in shares) | 30,291,364 | 29,968,483 |
Common Stock, outstanding (in shares) | 30,291,364 | 29,968,483 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 411,420 | $ 370,442 | $ 768,447 | $ 689,057 |
Cost of sales | 304,945 | 277,202 | 571,783 | 516,295 |
Gross profit | 106,475 | 93,240 | 196,664 | 172,762 |
Operating expenses | 90,939 | 78,292 | 174,978 | 152,074 |
Operating income | 15,536 | 14,948 | 21,686 | 20,688 |
Interest expense | 4,845 | 5,381 | 9,396 | 10,360 |
Loss on asset disposal | 6 | 30 | 40 | 30 |
Income before income taxes | 10,685 | 9,537 | 12,250 | 10,298 |
Provision for income tax expense | 2,939 | 2,718 | 3,370 | 2,935 |
Net income | 7,746 | 6,819 | 8,880 | 7,363 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 118 | (281) | 173 | (1,203) |
Comprehensive income | $ 7,864 | $ 6,538 | $ 9,053 | $ 6,160 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.26 | $ 0.24 | $ 0.30 | $ 0.26 |
Diluted (in dollars per share) | $ 0.26 | $ 0.24 | $ 0.30 | $ 0.26 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 29,527,167 | 28,166,875 | 29,492,138 | 28,144,782 |
Diluted (in shares) | 29,848,285 | 29,595,247 | 29,844,614 | 28,311,549 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance (in shares) at Dec. 29, 2017 | 28,442,208 | ||||
Balance at Dec. 29, 2017 | $ 248,601 | $ 284 | $ 166,997 | $ (1,549) | $ 82,869 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 544 | 544 | |||
Stock compensation (in shares) | 284,618 | ||||
Stock compensation | 837 | $ 3 | 834 | ||
Cumulative translation adjustment | (922) | (922) | |||
Shares surrendered to pay withholding taxes (in shares) | (20,100) | ||||
Shares surrendered to pay withholding taxes | (472) | (472) | |||
Balance (in shares) at Mar. 30, 2018 | 28,706,726 | ||||
Balance at Mar. 30, 2018 | 248,588 | $ 287 | 167,359 | (2,471) | 83,413 |
Balance (in shares) at Dec. 29, 2017 | 28,442,208 | ||||
Balance at Dec. 29, 2017 | 248,601 | $ 284 | 166,997 | (1,549) | 82,869 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 7,363 | ||||
Cumulative translation adjustment | (1,203) | ||||
Balance (in shares) at Jun. 29, 2018 | 28,726,073 | ||||
Balance at Jun. 29, 2018 | 256,099 | $ 287 | 168,332 | (2,752) | 90,232 |
Balance (in shares) at Mar. 30, 2018 | 28,706,726 | ||||
Balance at Mar. 30, 2018 | 248,588 | $ 287 | 167,359 | (2,471) | 83,413 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 6,819 | 6,819 | |||
Stock compensation (in shares) | 23,547 | ||||
Stock compensation | 1,072 | 1,072 | |||
Cumulative translation adjustment | (281) | (281) | |||
Shares surrendered to pay withholding taxes (in shares) | (4,200) | ||||
Shares surrendered to pay withholding taxes | (99) | (99) | |||
Balance (in shares) at Jun. 29, 2018 | 28,726,073 | ||||
Balance at Jun. 29, 2018 | $ 256,099 | $ 287 | 168,332 | (2,752) | 90,232 |
Balance (in shares) at Dec. 28, 2018 | 29,968,483 | 29,968,483 | |||
Balance at Dec. 28, 2018 | $ 308,676 | $ 300 | 207,326 | (2,221) | 103,271 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,134 | 1,134 | |||
Stock compensation (in shares) | (23,680) | ||||
Stock compensation | 915 | 915 | |||
Exercise of stock options (in shares) | 20,383 | ||||
Exercise of stock options | 412 | 412 | |||
Cumulative translation adjustment | 55 | 55 | |||
Shares surrendered to pay withholding taxes (in shares) | (24,002) | ||||
Shares surrendered to pay withholding taxes | (742) | (742) | 0 | ||
Balance (in shares) at Mar. 29, 2019 | 29,941,184 | ||||
Balance at Mar. 29, 2019 | $ 308,423 | $ 300 | 207,911 | (2,166) | 102,378 |
Balance (in shares) at Dec. 28, 2018 | 29,968,483 | 29,968,483 | |||
Balance at Dec. 28, 2018 | $ 308,676 | $ 300 | 207,326 | (2,221) | 103,271 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 8,880 | ||||
Exercise of stock options (in shares) | 27,576 | ||||
Cumulative translation adjustment | $ 173 | ||||
Balance (in shares) at Jun. 28, 2019 | 30,291,364 | 30,291,364 | |||
Balance at Jun. 28, 2019 | $ 317,395 | $ 303 | 209,016 | (2,048) | 110,124 |
Balance (in shares) at Mar. 29, 2019 | 29,941,184 | ||||
Balance at Mar. 29, 2019 | 308,423 | $ 300 | 207,911 | (2,166) | 102,378 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 7,746 | 7,746 | |||
Stock compensation (in shares) | 346,915 | ||||
Stock compensation | 1,088 | $ 3 | 1,085 | ||
Exercise of stock options (in shares) | 7,193 | ||||
Exercise of stock options | 146 | 146 | |||
Cumulative translation adjustment | 118 | 118 | |||
Shares surrendered to pay withholding taxes (in shares) | (3,928) | ||||
Shares surrendered to pay withholding taxes | $ (126) | (126) | |||
Balance (in shares) at Jun. 28, 2019 | 30,291,364 | 30,291,364 | |||
Balance at Jun. 28, 2019 | $ 317,395 | $ 303 | $ 209,016 | $ (2,048) | $ 110,124 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2019 | Jun. 29, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 8,880 | $ 7,363 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 6,055 | 4,500 |
Amortization | 6,184 | 5,983 |
Provision for allowance for doubtful accounts | 1,914 | 1,646 |
Non-cash operating lease expense | 1,151 | |
Non-cash operating lease expense | 471 | |
Deferred taxes | 1,332 | 185 |
Amortization of deferred financing fees | 1,044 | 1,102 |
Stock compensation | 2,003 | 1,909 |
Change in fair value of contingent earn-out liability | 2,795 | 228 |
Loss on asset disposal | 40 | 30 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 7,424 | (173) |
Inventories | (7,965) | (10,182) |
Prepaid expenses and other current assets | (640) | 1,524 |
Accounts payable, accrued liabilities and accrued compensation | (5,482) | 5,692 |
Other assets and liabilities | (2,845) | (1,360) |
Net cash provided by operating activities | 21,890 | 18,918 |
Cash flows from investing activities: | ||
Capital expenditures | (8,549) | (5,545) |
Proceeds from asset disposals | 0 | 30 |
Cash paid for acquisitions, net of cash received | (28,292) | (11,899) |
Net cash used in investing activities | (36,841) | (17,414) |
Cash flows from financing activities: | ||
Payment of debt, finance lease and other financing obligations | (1,716) | (2,248) |
Cash paid for deferred financing fees | 0 | (534) |
Proceeds from exercise of stock options | 558 | 0 |
Surrender of shares to pay withholding taxes | (868) | (571) |
Cash paid for contingent earn-out liability | (200) | 0 |
Payments under revolving credit facility | (960) | 0 |
Net cash used in financing activities | (3,186) | (3,353) |
Effect of foreign currency translation on cash and cash equivalents | 21 | (62) |
Net decrease in cash and cash equivalents | (18,116) | (1,911) |
Cash and cash equivalents-beginning of period | 42,410 | 41,504 |
Cash and cash equivalents-end of period | $ 24,294 | $ 39,593 |
Operations and Basis of Present
Operations and Basis of Presentation | 6 Months Ended |
Jun. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Basis of Presentation | Operations and Basis of Presentation Description of Business and Basis of Presentation The financial statements include the consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. The Company operates in one reportable segment, foodservice distribution, which is concentrated primarily in the United States. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. Consolidation The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Unaudited Interim Financial Statements The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 28, 2018 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on March 1, 2019 . The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 1, 2019 , and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and twenty-six weeks ended June 28, 2019 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. Guidance Adopted in 2019 Leases: In February 2016, the Financial Accounting Standard Board (“FASB”) issued guidance (“ASC 842”) to increase the transparency and comparability among organizations by recognizing right-of-use assets (“ROU assets”) and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted ASC 842 on December 29, 2018, using an optional transition method that allows entities to initially apply the new lease standard at the adoption date. Under this approach, comparative periods are not restated. The Company adopted a package of practical expedients that allowed the Company to: • apply hindsight in determining the lease term of its leases; • not reassess whether any expired or existing contracts are or contain leases; • not reassess the lease classification of any expired or existing leases; and • not reassess initial direct costs for any existing leases. The use of hindsight in assessing lease term resulted in a $2,027 cumulative effect adjustment to opening retained earnings. Adoption had a material impact on the Company’s consolidated balance sheet as a result of recognizing ROU assets and lease liabilities for its operating leases of $118,031 and $126,309 , respectively, but it did not materially impact the Company’s consolidated statements of operations or debt covenants. There has been no significant change to the accounting of finance leases. Comprehensive Income: In February 2018, the FASB issued guidance that permits a Company to reclassify the stranded tax effects in accumulated other comprehensive income resulting from the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Act”), to retained earnings. The Company elected to not reclassify such amounts to retained earnings. The Company releases disproportionate tax effects from accumulated other comprehensive income as individual items are liquidated. The Company adopted this guidance on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Implementation Costs Incurred in a Cloud Computing Arrangement Service Contract: In August 2018, the FASB issued guidance that aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred to obtain or develop internal-use software. The Company adopted this guidance prospectively on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Guidance Not Yet Adopted Measurement of Credit Losses on Financial Instruments: In June 2016 and as further amended in November 2018, the FASB issued guidance which requires entities to use a forward-looking expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. The guidance is effective for fiscal years beginning after December 15, 2019. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 28, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue Recognition Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized. The following table presents the Company’s net sales disaggregated by principal product category: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Center-of-the-Plate $ 183,513 44.6 % $ 160,126 43.2 % $ 340,128 44.3 % $ 301,868 43.8 % Dry Goods 72,764 17.7 % 65,302 17.6 % 136,519 17.8 % 119,974 17.4 % Pastry 56,532 13.7 % 51,483 13.9 % 106,737 13.9 % 95,160 13.8 % Cheese and Charcuterie 41,218 10.0 % 39,105 10.6 % 76,573 10.0 % 72,016 10.5 % Dairy and Eggs 28,671 7.0 % 27,499 7.4 % 54,285 7.1 % 50,267 7.3 % Oils and Vinegar 20,937 5.1 % 19,643 5.3 % 39,630 5.2 % 36,518 5.3 % Kitchen Supplies 7,785 1.9 % 7,284 2.0 % 14,575 1.7 % 13,254 1.9 % Total $ 411,420 100 % $ 370,442 100 % $ 768,447 100 % $ 689,057 100 % The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information. Deferred Revenue Certain customer arrangements in the Company’s direct-to-consumer business, prepaid gift plans and gift card purchases, result in deferred revenues when cash payments are received in advance of performance. The Company recognizes revenue on its prepaid gift plans when control of each product is transferred to the customer. Performance obligations under the Company’s prepaid gift plans are satisfied within a period of twelve months or less. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage. Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns. Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote. The Company recorded deferred revenues, reflected as accrued liabilities on the Company’s consolidated balance sheets, of $1,232 and $1,496 as of June 28, 2019 and December 28, 2018 , respectively. Right of Return The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods. The Company recorded a refund liability of $309 as of June 28, 2019 . Refund liabilities are reflected as accrued liabilities on the consolidated balance sheets. The Company recognized a corresponding asset of $194 as of June 28, 2019 for its right to recover products from customers on settling its refund liabilities. This asset is reflected as inventories, net on the consolidated balance sheets. Contract Costs Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within operating expenses on the Company’s consolidated statements of operations. Leases The Company leases various distribution centers, office facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception. An arrangement is or contains a lease if the agreement identifies an asset, implicitly or explicitly, that the Company has the right to use over a period of time. If an arrangement contains a lease, the Company classifies the lease as either an operating lease or as a finance lease based on the five criteria defined in ASC 842. Lease liabilities are recognized at commencement date based on the present value of the remaining lease payments over the lease term. The corresponding ROU asset is recognized for the same amount as the lease liability adjusted for any payments made at or before the commencement date, any lease incentives received, and any initial direct costs. The Company’s lease agreements may include options to renew, extend or terminate the lease. These clauses are included in the initial measurement of the lease liability when at lease commencement the Company is reasonably certain that it will exercise such options. The discount rate used is based on the Company’s incremental borrowing rate since the implicit rate in the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term and presented within operating expenses on the Company’s consolidated statements of operations. Finance lease ROU assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term. Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented within interest expense on the Company’s consolidated statements of operations. Variable rent payments related to both operating and finance leases are expensed as incurred. The Company’s variable lease payments primarily consists of real estate taxes, maintenance and usage charges. The Company made an accounting policy election to combine lease and non-lease components (maintenance, taxes and insurance) when measuring lease liabilities for vehicle and equipment leases. The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 28, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted net income per share: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Net income per share: Basic $ 0.26 $ 0.24 $ 0.30 $ 0.26 Diluted $ 0.26 $ 0.24 $ 0.30 $ 0.26 Weighted average common shares: Basic 29,527,167 28,166,875 29,492,138 28,144,782 Diluted 29,848,285 29,595,247 29,844,614 28,311,549 Reconciliation of net income per common share: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Numerator: Net income $ 7,746 $ 6,819 $ 8,880 $ 7,363 Add effect of dilutive securities: Interest on convertible notes, net of tax — 164 — — Net income available to common shareholders $ 7,746 $ 6,983 $ 8,880 $ 7,363 Denominator: Weighted average basic common shares outstanding 29,527,167 28,166,875 29,492,138 28,144,782 Dilutive effect of unvested common shares 321,118 190,998 352,476 166,767 Dilutive effect of convertible notes — 1,237,374 — — Weighted average diluted common shares outstanding 29,848,285 29,595,247 29,844,614 28,311,549 The following table presents potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Restricted share awards (“RSAs”) 148,793 — 74,291 5,762 Convertible notes 91,053 — 91,053 1,237,374 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value The Company’s contingent earn-out liabilities are measured at fair value. These liabilities were estimated using Level 3 inputs. Long-term earn-out liabilities were $5,339 and $2,792 as of June 28, 2019 and December 28, 2018 , respectively, and are reflected as other liabilities and deferred credits on the consolidated balance sheets. The remaining short-term earn-out liabilities are reflected as accrued liabilities on the consolidated balance sheets. The fair value of contingent consideration was determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. Changes in the fair value of contingent earn-out liabilities are reflected in operating expenses on the consolidated statements of operations. In May 2019, the Company made a $200 cash payment to fully settle its Del Monte earn-out liability. The following table presents the changes in Level 3 contingent earn-out liabilities: Del Monte Fells Point Bassian Other Acquisitions Total Balance December 28, 2018 $ — $ 3,649 $ — $ 1,441 $ 5,090 Acquisition value — — 2,800 — 2,800 Cash payments (200 ) — — — (200 ) Changes in fair value 200 1,760 85 750 2,795 Balance June 28, 2019 $ — $ 5,409 $ 2,885 $ 2,191 $ 10,485 Fair Value of Financial Instruments The following table presents the carrying value and fair value of the Company’s convertible unsecured note. In estimating the fair value of the convertible unsecured note, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk-free interest rate in calculating the fair value estimate. June 28, 2019 Carrying Value Fair Value Convertible unsecured note $ 4,000 $ 3,987 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 28, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Bassian On February 25, 2019 , pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Bassian Farms, Inc. and certain affiliated entities (“Bassian”), a specialty protein manufacturer and distributor based in northern California. The aggregate purchase price for the transaction at acquisition date was approximately $31,990 and is subject to a customary working capital true-up. The acquisition was funded with $27,990 in cash and the issuance of a $4,000 unsecured convertible note. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $9,000 over a four year period. The payment of the earn-out liability is subject to the successful achievement of certain gross profit targets. The Company estimated the fair value of this contingent earn-out liability to be $2,885 and $2,800 as of June 28, 2019 and February 25, 2019 , respectively. During the second quarter of 2019, the Company updated the valuation of the tangible and intangible assets of Bassian as of the acquisition date. As a result, the Company recorded a measurement period adjustment that decreased goodwill by $2,098 mainly due to a $2,455 increase in fair value related to other intangible assets fair value and a $1,331 decrease in current liabilities, partially offset by a $1,280 decrease in the fair value of the earn-out liability. Customer relationships, non-compete agreement and trademarks are valued at fair value using Level 3 inputs and are being amortized over 15 , 5 and 10 years, respectively. Goodwill for the Bassian acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established meat processor to grow the Company's protein business in the West Coast region, as well as any intangible assets that do not qualify for separate recognition. The Company recognized professional fees of $210 in operating expenses related to the Bassian acquisition. The Company reflected net sales of $14,836 and $20,363 for Bassian in its consolidated statement of operations for the thirteen and twenty-six weeks ended June 28, 2019 , respectively. The Company has determined that separate disclosure of Bassian earnings is impracticable due to the commencement of integration of the Bassian business into the Company's operations in the San Francisco market. The purchase price allocation of the Bassian acquisition is based on preliminary valuations and is subject to change as the Company obtains additional information during the measurement period. The table below sets forth the purchase price allocation of the Bassian acquisition: Bassian Current assets (includes cash acquired) $ 6,656 Customer relationships 13,250 Trademarks 6,320 Non-compete agreement 940 Goodwill 9,149 Fixed assets 856 Other assets 10 Current liabilities (2,391 ) Earn-out liability (2,800 ) Total consideration $ 31,990 |
Inventories
Inventories | 6 Months Ended |
Jun. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist primarily of finished product. Our different entities record inventories using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. Inventories are reflected net of adjustments for shrinkage, excess and obsolescence totaling $1,888 and $1,921 at June 28, 2019 and December 28, 2018 , respectively. |
Equipment and Leasehold Improve
Equipment and Leasehold Improvements | 6 Months Ended |
Jun. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Leasehold Improvements and Software | Equipment, Leasehold Improvements and Software Equipment, leasehold improvements and software as of June 28, 2019 and December 28, 2018 consisted of the following: Useful Lives June 28, 2019 December 28, 2018 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,292 1,292 Machinery and equipment 5-10 years 19,539 17,837 Computers, data processing and other equipment 3-7 years 12,615 11,244 Software 3-7 years 22,963 22,779 Leasehold improvements 1-40 years 64,919 60,565 Furniture and fixtures 7 years 3,364 3,268 Vehicles 5-7 years 4,164 2,769 Other 7 years 95 95 Construction-in-process 17,422 15,757 147,543 136,776 Less: accumulated depreciation and amortization (57,345 ) (51,500 ) Equipment, leasehold improvements and software, net $ 90,198 $ 85,276 Construction-in-process at June 28, 2019 and December 28, 2018 related primarily to the implementation of the Company’s ERP system and the buildout of the Company’s headquarters in Ridgefield, CT. The buildout of the Company’s headquarters is expected to be completed during fiscal 2019. The rollout of its ERP system will continue through fiscal 2020. The net book value of equipment financed under finance leases at June 28, 2019 and December 28, 2018 was $1,729 and $52 , respectively. The Company recorded depreciation of $70 and $16 on these assets during the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, and $113 and $32 during the twenty-six weeks ended June 28, 2019 and June 29, 2018 , respectively. Depreciation expense, excluding finance leases, was $2,192 and $1,708 for the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, and $4,122 and $3,535 during the twenty-six weeks ended June 28, 2019 and June 29, 2018 , respectively. Amortization expense on software was $912 and $460 for the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, and $1,820 and $930 for the twenty-six weeks ended June 28, 2019 and June 29, 2018 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 28, 2018 $ 184,280 Acquisitions 9,207 Foreign currency translation 39 Carrying amount as of June 28, 2019 $ 193,526 Other intangible assets consist of customer relationships being amortized over a period ranging from four to twenty years , trademarks being amortized over a period of one to forty years , and non-compete agreements being amortized over a period of two to six years . Other intangible assets as of June 28, 2019 and December 28, 2018 consisted of the following: June 28, 2019: Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 132,766 $ (40,705 ) $ 92,061 Non-compete agreements 8,519 (7,335 ) 1,184 Trademarks 66,215 (15,040 ) 51,175 Total $ 207,500 $ (63,080 ) $ 144,420 December 28, 2018: Customer relationships $ 119,488 $ (36,185 ) $ 83,303 Non-compete agreements 7,579 (7,251 ) 328 Trademarks 59,862 (13,460 ) 46,402 Total $ 186,929 $ (56,896 ) $ 130,033 The Company occasionally makes small, tuck-in acquisitions that are immaterial, both individually and in the aggregate. Therefore, increases in goodwill and gross intangible assets per the above tables may not agree to the increases of these assets as shown for specific acquisitions in Note 5 “Acquisitions.” Amortization expense for other intangibles was $3,307 and $3,080 for the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, and $6,184 and $5,983 for the twenty-six weeks ended June 28, 2019 and June 29, 2018 , respectively. Estimated amortization expense for other intangibles for the remainder of the fiscal year ending December 27, 2019 and each of the next four fiscal years and thereafter is as follows: 2019 $ 6,560 2020 12,859 2021 12,854 2022 12,074 2023 11,046 Thereafter 89,027 Total $ 144,420 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 28, 2019 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of June 28, 2019 and December 28, 2018 consisted of the following: June 28, 2019 December 28, 2018 Senior secured term loan $ 238,129 $ 239,745 Convertible unsecured note 4,000 — Asset based loan facility 43,225 44,185 Finance leases and other financing obligations 1,629 193 Deferred finance fees and original issue discount (5,051 ) (5,893 ) Total debt obligations 281,932 278,230 Less: current installments (304 ) (61 ) Total debt obligations excluding current installments $ 281,628 $ 278,169 Convertible Unsecured Note On February 25, 2019 , the Company issued a $4,000 convertible unsecured note (the “Note”), maturing on June 29, 2023 , to Bassian Farms, Inc. (the “Holder”) as partial consideration in the Bassian acquisition. The interest rate charged on the Note is 4.5% per annum and increases to 5.0% after the two-year anniversary of the closing date. The Company may, in certain instances beginning eighteen months after issuance of the Note, redeem the Note in whole or in part for cash or convert the Note into shares of the Company’s common stock at the conversion price of $43.93 per share. After the two -year anniversary of the closing date, the Holder may convert the Note into shares of the Company’s common stock at the conversion price. Upon a change of control event, the Holder may convert the Note into shares of the Company’s common stock at the conversion price or redeem the Note for cash. As of June 28, 2019 , the Company was in compliance with all debt covenants and the Company had reserved $16,760 of the asset based loan facility (“ABL Facility”) for the issuance of letters of credit. As of June 28, 2019 , funds totaling $90,015 were available for borrowing under the ABL Facility. The interest rates on the Company’s senior secured term loan and ABL Facility were 5.9% and 3.7% , respectively, at June 28, 2019 . |
Leases
Leases | 6 Months Ended |
Jun. 28, 2019 | |
Leases [Abstract] | |
Leases | Leases The components of net lease cost were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 28, 2019 Operating lease cost $ 6,808 13,440 Finance lease cost Amortization of right-of-use asset 70 113 Interest expense on lease liabilities 23 40 Total finance lease cost $ 93 $ 153 Short-term lease cost 486 897 Variable lease cost 660 1,311 Sublease income (191 ) (371) Total lease cost, net $ 7,856 $ 15,430 Supplemental balance sheet information related to finance leases was as follows: Balance Sheet Location June 28, 2019 Short-term finance lease liabilities Current portion of long-term debt $ 294 Long-term finance lease liabilities Long-term debt, net of current portion $ 1,320 The maturities of the Company’s operating and finance lease liabilities for the remainder of the fiscal year ending December 27, 2019 and each of the next four fiscal years and thereafter were as follows: Operating Leases Finance Leases Related Party Real Estate Third Party Real Estate Vehicles and Equipment Total Vehicles and Equipment 2019 $ 257 $ 5,364 $ 6,575 $ 12,196 $ 194 2020 365 12,709 11,629 24,703 387 2021 — 12,639 9,338 21,977 382 2022 — 12,606 7,293 19,899 364 2023 — 12,084 4,797 16,881 305 Thereafter — 96,923 2,354 99,277 272 Total $ 622 $ 152,325 $ 41,986 $ 194,933 $ 1,904 Less interest (56,533 ) (290 ) Present value $ 138,400 $ 1,614 At June 28, 2019 , the weighted-average lease term for operating and finance leases was 13.4 years and 5.3 years , respectively. At June 28, 2019 , the weighted-average discount rate for operating and finance leases was 6.3% and 5.6% , respectively. As of June 28, 2019 , the Company is contractually obligated to make payments of approximately $3,000 , related to a lease for several vehicle and equipment leases that have not commenced. Accordingly, the Company has not recognized ROU assets or lease liabilities associated with these leases. The Company’s future minimum lease payments as of December 28, 2018, in accordance with legacy lease accounting standards, under non-cancelable operating and finance lease agreements were as follows: Operating Leases Finance Leases 2019 $ 24,666 $ 56 2020 23,047 55 2021 19,918 50 2022 17,838 42 2023 14,876 4 Thereafter 47,330 — Total minimum lease payments $ 147,675 207 Less interest (49 ) Present value of capital lease obligations $ 158 |
Leases | Leases The components of net lease cost were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 28, 2019 Operating lease cost $ 6,808 13,440 Finance lease cost Amortization of right-of-use asset 70 113 Interest expense on lease liabilities 23 40 Total finance lease cost $ 93 $ 153 Short-term lease cost 486 897 Variable lease cost 660 1,311 Sublease income (191 ) (371) Total lease cost, net $ 7,856 $ 15,430 Supplemental balance sheet information related to finance leases was as follows: Balance Sheet Location June 28, 2019 Short-term finance lease liabilities Current portion of long-term debt $ 294 Long-term finance lease liabilities Long-term debt, net of current portion $ 1,320 The maturities of the Company’s operating and finance lease liabilities for the remainder of the fiscal year ending December 27, 2019 and each of the next four fiscal years and thereafter were as follows: Operating Leases Finance Leases Related Party Real Estate Third Party Real Estate Vehicles and Equipment Total Vehicles and Equipment 2019 $ 257 $ 5,364 $ 6,575 $ 12,196 $ 194 2020 365 12,709 11,629 24,703 387 2021 — 12,639 9,338 21,977 382 2022 — 12,606 7,293 19,899 364 2023 — 12,084 4,797 16,881 305 Thereafter — 96,923 2,354 99,277 272 Total $ 622 $ 152,325 $ 41,986 $ 194,933 $ 1,904 Less interest (56,533 ) (290 ) Present value $ 138,400 $ 1,614 At June 28, 2019 , the weighted-average lease term for operating and finance leases was 13.4 years and 5.3 years , respectively. At June 28, 2019 , the weighted-average discount rate for operating and finance leases was 6.3% and 5.6% , respectively. As of June 28, 2019 , the Company is contractually obligated to make payments of approximately $3,000 , related to a lease for several vehicle and equipment leases that have not commenced. Accordingly, the Company has not recognized ROU assets or lease liabilities associated with these leases. The Company’s future minimum lease payments as of December 28, 2018, in accordance with legacy lease accounting standards, under non-cancelable operating and finance lease agreements were as follows: Operating Leases Finance Leases 2019 $ 24,666 $ 56 2020 23,047 55 2021 19,918 50 2022 17,838 42 2023 14,876 4 Thereafter 47,330 — Total minimum lease payments $ 147,675 207 Less interest (49 ) Present value of capital lease obligations $ 158 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 28, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Incentive Plan On May 17, 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”). Concurrently, the 2011 Omnibus Equity Incentive Plan (the “2011 Plan”) was terminated and any shares remaining available for new grants under the 2011 Plan share reserve were extinguished. The purpose of the 2019 Plan is to promote the interests of the Company and its stockholders by (i) attracting and retaining key officers, employees and directors of, and consultants to, the Company and its Subsidiaries and Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and its stockholders. The 2019 Plan is administered by the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors and allows for the issuance of stock options, stock appreciation rights (“SARs”), RSAs, restricted share units, performance awards, or other stock-based awards. Stock option exercise prices are fixed by the Committee but shall not be less than the fair market value of a common share on the date of the grant of the option, except in the case of substitute awards. Similarly, the grant price of an SAR may not be less than the fair market value of a common share on the date of the grant. The Committee will determine the expiration date of each stock option and SAR, but in no case shall the stock option or SAR be exercisable after the expiration of ten years from the date of the grant. The 2019 Plan provides for 2,600,000 shares available for grant. The following table reflects the activity of RSAs during the twenty-six weeks ended June 28, 2019 : Shares Weighted Average Unvested at December 28, 2018 526,730 $ 20.60 Granted 355,433 34.30 Vested (102,929 ) 22.10 Forfeited (32,198 ) 18.74 Unvested at June 28, 2019 747,036 $ 26.99 The Company granted 355,433 RSAs to its employees and directors at a weighted average grant date fair value of $34.30 during the twenty-six weeks ended June 29, 2018. These awards are a mix of time and performance-based grants that generally vest over a one - to five -year period. The Company recognized expense totaling $1,088 and $921 on its RSAs during the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, $1,889 and $1,608 during the twenty-six weeks ended June 28, 2019 and June 29, 2018 , respectively. At June 28, 2019 , the total unrecognized compensation cost for unvested RSAs was $12,376 and the weighted-average remaining period was approximately 2.6 years . Of this total, $7,555 related to RSAs with time-based vesting provisions and $4,821 related to RSAs with performance-based vesting provisions. At June 28, 2019 , the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.8 years and 2.3 years , respectively. The following table summarizes stock option activity during the twenty-six weeks ended June 28, 2019 : Shares Weighted Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (in years) Outstanding December 28, 2018 191,808 $ 20.23 $ 2,129 7.2 Granted — — Exercised (27,576 ) 20.23 Canceled/Forfeited — — Outstanding and vested at June 28, 2019 164,232 $ 20.23 $ 2,437 6.7 Exercisable at June 28, 2019 164,232 $ 20.23 $ 2,437 6.7 The Company recognized expense of $0 and $151 on stock options during the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, and $114 and $301 during the twenty-six weeks ended June 28, 2019 and June 29, 2018 , respectively. As of June 28, 2019 , there were 2,244,567 shares available for grant under the 2019 Plan. No share-based compensation expense has been capitalized. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 28, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The Chefs’ Warehouse Mid-Atlantic, LLC, a subsidiary of the Company, leases a distribution facility that is 100% owned by entities controlled by Christopher Pappas, the Company’s chairman, president and chief executive officer, and John Pappas, the Company’s vice chairman and one of its directors, and are deemed to be affiliates of these individuals. Expense related to this facility totaled $109 and $133 during the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, and $217 and $266 during the twenty-six weeks ended June 28, 2019 and June 29, 2018 , respectively. This lease was amended during the first quarter of fiscal 2019 and expires on September 30, 2020 Christopher Pappas’s brother, John Pappas, is one of the Company’s employees and a member of the Company’s Board of Directors. The Company paid John Pappas approximately $115 and $103 in total compensation for the thirteen weeks ended June 28, 2019 and June 29, 2018 , respectively, and $551 and $530 for the twenty-six weeks ended June 28, 2019 and June 29, 2018 . John Pappas did no t receive any compensation during the twenty-six weeks ended June 28, 2019 or June 29, 2018 for his service on the Company’s Board of Directors. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 6 Months Ended |
Jun. 28, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Twenty-six Weeks Ended June 28, 2019 June 29, 2018 Supplemental cash flow disclosures: Cash paid for income taxes, net of cash received $ 3,690 $ 2,650 Cash paid for interest $ 9,494 $ 9,703 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating expenses $ 12,174 $ — Operating cash flows from finance leases $ 40 $ — ROU assets obtained in exchange for lease liabilities: Operating leases $ 146,726 $ — Finance leases $ 1,728 $ — Other non cash investing and financing activities: Convertible notes issued for acquisitions $ 4,000 $ — Contingent earn-out liabilities for acquisitions $ 2,800 $ 964 |
Operations and Basis of Prese_2
Operations and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Period | The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. |
Consolidation | The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Unaudited Interim Financial Statements | The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 28, 2018 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on March 1, 2019 . The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 1, 2019 , and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and twenty-six weeks ended June 28, 2019 are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. |
Guidance Adopted in 2018 and Guidance Not Yet Adopted | Guidance Adopted in 2019 Leases: In February 2016, the Financial Accounting Standard Board (“FASB”) issued guidance (“ASC 842”) to increase the transparency and comparability among organizations by recognizing right-of-use assets (“ROU assets”) and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted ASC 842 on December 29, 2018, using an optional transition method that allows entities to initially apply the new lease standard at the adoption date. Under this approach, comparative periods are not restated. The Company adopted a package of practical expedients that allowed the Company to: • apply hindsight in determining the lease term of its leases; • not reassess whether any expired or existing contracts are or contain leases; • not reassess the lease classification of any expired or existing leases; and • not reassess initial direct costs for any existing leases. The use of hindsight in assessing lease term resulted in a $2,027 cumulative effect adjustment to opening retained earnings. Adoption had a material impact on the Company’s consolidated balance sheet as a result of recognizing ROU assets and lease liabilities for its operating leases of $118,031 and $126,309 , respectively, but it did not materially impact the Company’s consolidated statements of operations or debt covenants. There has been no significant change to the accounting of finance leases. Comprehensive Income: In February 2018, the FASB issued guidance that permits a Company to reclassify the stranded tax effects in accumulated other comprehensive income resulting from the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Act”), to retained earnings. The Company elected to not reclassify such amounts to retained earnings. The Company releases disproportionate tax effects from accumulated other comprehensive income as individual items are liquidated. The Company adopted this guidance on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Implementation Costs Incurred in a Cloud Computing Arrangement Service Contract: In August 2018, the FASB issued guidance that aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred to obtain or develop internal-use software. The Company adopted this guidance prospectively on December 29, 2018 and adoption did not have a material impact on the Company’s consolidated financial statements. Guidance Not Yet Adopted Measurement of Credit Losses on Financial Instruments: In June 2016 and as further amended in November 2018, the FASB issued guidance which requires entities to use a forward-looking expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. The guidance is effective for fiscal years beginning after December 15, 2019. The Company expects to adopt this guidance when effective and adoption is not expected to have a material effect on the Company’s consolidated financial statements. |
Revenue Recognition, Deferred Revenue, Right of Return | The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods. Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized. The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information. Deferred Revenue |
Contract Costs | Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within operating expenses on the Company’s consolidated statements of operations. |
Leases | The Company leases various distribution centers, office facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception. An arrangement is or contains a lease if the agreement identifies an asset, implicitly or explicitly, that the Company has the right to use over a period of time. If an arrangement contains a lease, the Company classifies the lease as either an operating lease or as a finance lease based on the five criteria defined in ASC 842. Lease liabilities are recognized at commencement date based on the present value of the remaining lease payments over the lease term. The corresponding ROU asset is recognized for the same amount as the lease liability adjusted for any payments made at or before the commencement date, any lease incentives received, and any initial direct costs. The Company’s lease agreements may include options to renew, extend or terminate the lease. These clauses are included in the initial measurement of the lease liability when at lease commencement the Company is reasonably certain that it will exercise such options. The discount rate used is based on the Company’s incremental borrowing rate since the implicit rate in the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term and presented within operating expenses on the Company’s consolidated statements of operations. Finance lease ROU assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term. Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented within interest expense on the Company’s consolidated statements of operations. Variable rent payments related to both operating and finance leases are expensed as incurred. The Company’s variable lease payments primarily consists of real estate taxes, maintenance and usage charges. The Company made an accounting policy election to combine lease and non-lease components (maintenance, taxes and insurance) when measuring lease liabilities for vehicle and equipment leases. The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s net sales disaggregated by principal product category: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Center-of-the-Plate $ 183,513 44.6 % $ 160,126 43.2 % $ 340,128 44.3 % $ 301,868 43.8 % Dry Goods 72,764 17.7 % 65,302 17.6 % 136,519 17.8 % 119,974 17.4 % Pastry 56,532 13.7 % 51,483 13.9 % 106,737 13.9 % 95,160 13.8 % Cheese and Charcuterie 41,218 10.0 % 39,105 10.6 % 76,573 10.0 % 72,016 10.5 % Dairy and Eggs 28,671 7.0 % 27,499 7.4 % 54,285 7.1 % 50,267 7.3 % Oils and Vinegar 20,937 5.1 % 19,643 5.3 % 39,630 5.2 % 36,518 5.3 % Kitchen Supplies 7,785 1.9 % 7,284 2.0 % 14,575 1.7 % 13,254 1.9 % Total $ 411,420 100 % $ 370,442 100 % $ 768,447 100 % $ 689,057 100 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net (loss) income per share | The following table sets forth the computation of basic and diluted net income per share: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Net income per share: Basic $ 0.26 $ 0.24 $ 0.30 $ 0.26 Diluted $ 0.26 $ 0.24 $ 0.30 $ 0.26 Weighted average common shares: Basic 29,527,167 28,166,875 29,492,138 28,144,782 Diluted 29,848,285 29,595,247 29,844,614 28,311,549 |
Schedule of reconciliation of earnings per share | Reconciliation of net income per common share: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Numerator: Net income $ 7,746 $ 6,819 $ 8,880 $ 7,363 Add effect of dilutive securities: Interest on convertible notes, net of tax — 164 — — Net income available to common shareholders $ 7,746 $ 6,983 $ 8,880 $ 7,363 Denominator: Weighted average basic common shares outstanding 29,527,167 28,166,875 29,492,138 28,144,782 Dilutive effect of unvested common shares 321,118 190,998 352,476 166,767 Dilutive effect of convertible notes — 1,237,374 — — Weighted average diluted common shares outstanding 29,848,285 29,595,247 29,844,614 28,311,549 |
Schedule of anti-dilutive securities excluded from diluted net income (loss) per common share | The following table presents potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018 Restricted share awards (“RSAs”) 148,793 — 74,291 5,762 Convertible notes 91,053 — 91,053 1,237,374 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of changes in Level 3 contingent consideration liability | The following table presents the changes in Level 3 contingent earn-out liabilities: Del Monte Fells Point Bassian Other Acquisitions Total Balance December 28, 2018 $ — $ 3,649 $ — $ 1,441 $ 5,090 Acquisition value — — 2,800 — 2,800 Cash payments (200 ) — — — (200 ) Changes in fair value 200 1,760 85 750 2,795 Balance June 28, 2019 $ — $ 5,409 $ 2,885 $ 2,191 $ 10,485 |
Schedule of carrying value and fair value of the company's convertible subordinated notes | The following table presents the carrying value and fair value of the Company’s convertible unsecured note. In estimating the fair value of the convertible unsecured note, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk-free interest rate in calculating the fair value estimate. June 28, 2019 Carrying Value Fair Value Convertible unsecured note $ 4,000 $ 3,987 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | The table below sets forth the purchase price allocation of the Bassian acquisition: Bassian Current assets (includes cash acquired) $ 6,656 Customer relationships 13,250 Trademarks 6,320 Non-compete agreement 940 Goodwill 9,149 Fixed assets 856 Other assets 10 Current liabilities (2,391 ) Earn-out liability (2,800 ) Total consideration $ 31,990 |
Equipment, Leasehold Improvemen
Equipment, Leasehold Improvements and Software (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, leasehold improvements and software | Equipment, leasehold improvements and software as of June 28, 2019 and December 28, 2018 consisted of the following: Useful Lives June 28, 2019 December 28, 2018 Land Indefinite $ 1,170 $ 1,170 Buildings 20 years 1,292 1,292 Machinery and equipment 5-10 years 19,539 17,837 Computers, data processing and other equipment 3-7 years 12,615 11,244 Software 3-7 years 22,963 22,779 Leasehold improvements 1-40 years 64,919 60,565 Furniture and fixtures 7 years 3,364 3,268 Vehicles 5-7 years 4,164 2,769 Other 7 years 95 95 Construction-in-process 17,422 15,757 147,543 136,776 Less: accumulated depreciation and amortization (57,345 ) (51,500 ) Equipment, leasehold improvements and software, net $ 90,198 $ 85,276 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 28, 2018 $ 184,280 Acquisitions 9,207 Foreign currency translation 39 Carrying amount as of June 28, 2019 $ 193,526 |
Schedule of other intangible assets | Other intangible assets as of June 28, 2019 and December 28, 2018 consisted of the following: June 28, 2019: Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 132,766 $ (40,705 ) $ 92,061 Non-compete agreements 8,519 (7,335 ) 1,184 Trademarks 66,215 (15,040 ) 51,175 Total $ 207,500 $ (63,080 ) $ 144,420 December 28, 2018: Customer relationships $ 119,488 $ (36,185 ) $ 83,303 Non-compete agreements 7,579 (7,251 ) 328 Trademarks 59,862 (13,460 ) 46,402 Total $ 186,929 $ (56,896 ) $ 130,033 |
Schedule of estimated future amortization expense | Estimated amortization expense for other intangibles for the remainder of the fiscal year ending December 27, 2019 and each of the next four fiscal years and thereafter is as follows: 2019 $ 6,560 2020 12,859 2021 12,854 2022 12,074 2023 11,046 Thereafter 89,027 Total $ 144,420 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of June 28, 2019 and December 28, 2018 consisted of the following: June 28, 2019 December 28, 2018 Senior secured term loan $ 238,129 $ 239,745 Convertible unsecured note 4,000 — Asset based loan facility 43,225 44,185 Finance leases and other financing obligations 1,629 193 Deferred finance fees and original issue discount (5,051 ) (5,893 ) Total debt obligations 281,932 278,230 Less: current installments (304 ) (61 ) Total debt obligations excluding current installments $ 281,628 $ 278,169 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of net lease cost were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended June 28, 2019 June 28, 2019 Operating lease cost $ 6,808 13,440 Finance lease cost Amortization of right-of-use asset 70 113 Interest expense on lease liabilities 23 40 Total finance lease cost $ 93 $ 153 Short-term lease cost 486 897 Variable lease cost 660 1,311 Sublease income (191 ) (371) Total lease cost, net $ 7,856 $ 15,430 |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to finance leases was as follows: Balance Sheet Location June 28, 2019 Short-term finance lease liabilities Current portion of long-term debt $ 294 Long-term finance lease liabilities Long-term debt, net of current portion $ 1,320 |
Maturities of Lease Liabilities, Operating Leases | The maturities of the Company’s operating and finance lease liabilities for the remainder of the fiscal year ending December 27, 2019 and each of the next four fiscal years and thereafter were as follows: Operating Leases Finance Leases Related Party Real Estate Third Party Real Estate Vehicles and Equipment Total Vehicles and Equipment 2019 $ 257 $ 5,364 $ 6,575 $ 12,196 $ 194 2020 365 12,709 11,629 24,703 387 2021 — 12,639 9,338 21,977 382 2022 — 12,606 7,293 19,899 364 2023 — 12,084 4,797 16,881 305 Thereafter — 96,923 2,354 99,277 272 Total $ 622 $ 152,325 $ 41,986 $ 194,933 $ 1,904 Less interest (56,533 ) (290 ) Present value $ 138,400 $ 1,614 |
Maturities of Lease Liabilities, Finance Leases | The maturities of the Company’s operating and finance lease liabilities for the remainder of the fiscal year ending December 27, 2019 and each of the next four fiscal years and thereafter were as follows: Operating Leases Finance Leases Related Party Real Estate Third Party Real Estate Vehicles and Equipment Total Vehicles and Equipment 2019 $ 257 $ 5,364 $ 6,575 $ 12,196 $ 194 2020 365 12,709 11,629 24,703 387 2021 — 12,639 9,338 21,977 382 2022 — 12,606 7,293 19,899 364 2023 — 12,084 4,797 16,881 305 Thereafter — 96,923 2,354 99,277 272 Total $ 622 $ 152,325 $ 41,986 $ 194,933 $ 1,904 Less interest (56,533 ) (290 ) Present value $ 138,400 $ 1,614 |
Future Minimum Lease Payments, Operating Leases | The Company’s future minimum lease payments as of December 28, 2018, in accordance with legacy lease accounting standards, under non-cancelable operating and finance lease agreements were as follows: Operating Leases Finance Leases 2019 $ 24,666 $ 56 2020 23,047 55 2021 19,918 50 2022 17,838 42 2023 14,876 4 Thereafter 47,330 — Total minimum lease payments $ 147,675 207 Less interest (49 ) Present value of capital lease obligations $ 158 |
Future Minimum Lease Payments, Capital Leases | The Company’s future minimum lease payments as of December 28, 2018, in accordance with legacy lease accounting standards, under non-cancelable operating and finance lease agreements were as follows: Operating Leases Finance Leases 2019 $ 24,666 $ 56 2020 23,047 55 2021 19,918 50 2022 17,838 42 2023 14,876 4 Thereafter 47,330 — Total minimum lease payments $ 147,675 207 Less interest (49 ) Present value of capital lease obligations $ 158 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock awards activity | The following table reflects the activity of RSAs during the twenty-six weeks ended June 28, 2019 : Shares Weighted Average Unvested at December 28, 2018 526,730 $ 20.60 Granted 355,433 34.30 Vested (102,929 ) 22.10 Forfeited (32,198 ) 18.74 Unvested at June 28, 2019 747,036 $ 26.99 |
Schedule of stock option activity | The following table summarizes stock option activity during the twenty-six weeks ended June 28, 2019 : Shares Weighted Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (in years) Outstanding December 28, 2018 191,808 $ 20.23 $ 2,129 7.2 Granted — — Exercised (27,576 ) 20.23 Canceled/Forfeited — — Outstanding and vested at June 28, 2019 164,232 $ 20.23 $ 2,437 6.7 Exercisable at June 28, 2019 164,232 $ 20.23 $ 2,437 6.7 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Twenty-six Weeks Ended June 28, 2019 June 29, 2018 Supplemental cash flow disclosures: Cash paid for income taxes, net of cash received $ 3,690 $ 2,650 Cash paid for interest $ 9,494 $ 9,703 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating expenses $ 12,174 $ — Operating cash flows from finance leases $ 40 $ — ROU assets obtained in exchange for lease liabilities: Operating leases $ 146,726 $ — Finance leases $ 1,728 $ — Other non cash investing and financing activities: Convertible notes issued for acquisitions $ 4,000 $ — Contingent earn-out liabilities for acquisitions $ 2,800 $ 964 |
Operations and Basis of Prese_3
Operations and Basis of Presentation - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 28, 2019USD ($)segment | Dec. 29, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 1 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect adjustment due to adoption of new accounting standard | $ (2,027) | |
Operating lease, ROU assets | $ 128,922 | |
Lease liabilities | $ 138,400 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect adjustment due to adoption of new accounting standard | (2,027) | |
Operating lease, ROU assets | 118,031 | |
Lease liabilities | $ 126,309 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2019 | Dec. 28, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Deferred revenues | $ 1,232 | $ 1,496 |
Refund liability | 309 | |
Right to recover product | $ 194 | |
Maximum amortization period, capitalized contract costs | 1 year | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term for contracts with customers | 20 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term for contracts with customers | 60 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 411,420 | $ 370,442 | $ 768,447 | $ 689,057 |
Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 100.00% | 100.00% | 100.00% | 100.00% |
Center-of-the-Plate | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 183,513 | $ 160,126 | $ 340,128 | $ 301,868 |
Center-of-the-Plate | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 44.60% | 43.20% | 44.30% | 43.80% |
Dry Goods | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 72,764 | $ 65,302 | $ 136,519 | $ 119,974 |
Dry Goods | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 17.70% | 17.60% | 17.80% | 17.40% |
Pastry | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 56,532 | $ 51,483 | $ 106,737 | $ 95,160 |
Pastry | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 13.70% | 13.90% | 13.90% | 13.80% |
Cheese and Charcuterie | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 41,218 | $ 39,105 | $ 76,573 | $ 72,016 |
Cheese and Charcuterie | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 10.00% | 10.60% | 10.00% | 10.50% |
Dairy and Eggs | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 28,671 | $ 27,499 | $ 54,285 | $ 50,267 |
Dairy and Eggs | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 7.00% | 7.40% | 7.10% | 7.30% |
Oils and Vinegar | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 20,937 | $ 19,643 | $ 39,630 | $ 36,518 |
Oils and Vinegar | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 5.10% | 5.30% | 5.20% | 5.30% |
Kitchen Supplies | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 7,785 | $ 7,284 | $ 14,575 | $ 13,254 |
Kitchen Supplies | Net Sales | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of total Net sales | 1.90% | 2.00% | 1.70% | 1.90% |
Earnings Per Share - Computati
Earnings Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.26 | $ 0.24 | $ 0.30 | $ 0.26 |
Diluted (in dollars per share) | $ 0.26 | $ 0.24 | $ 0.30 | $ 0.26 |
Weighted average common shares: | ||||
Basic (in shares) | 29,527,167 | 28,166,875 | 29,492,138 | 28,144,782 |
Diluted (in shares) | 29,848,285 | 29,595,247 | 29,844,614 | 28,311,549 |
Earnings Per Share - Reconcili
Earnings Per Share - Reconciliation of Net Income Per Common Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 28, 2019 | Mar. 29, 2019 | Jun. 29, 2018 | Mar. 30, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Numerator: | ||||||
Net income | $ 7,746 | $ 1,134 | $ 6,819 | $ 544 | $ 8,880 | $ 7,363 |
Interest on convertible notes, net of tax | 0 | 164 | 0 | 0 | ||
Net income available to common shareholders | $ 7,746 | $ 6,983 | $ 8,880 | $ 7,363 | ||
Denominator: | ||||||
Weighted average basic common shares outstanding (in shares) | 29,527,167 | 28,166,875 | 29,492,138 | 28,144,782 | ||
Dilutive effect of unvested common shares (in shares) | 321,118 | 190,998 | 352,476 | 166,767 | ||
Dilutive effect of convertible notes (in shares) | 0 | 1,237,374 | 0 | 0 | ||
Weighted average diluted common shares outstanding (in shares) | 29,848,285 | 29,595,247 | 29,844,614 | 28,311,549 |
Earnings Per Share - Potential
Earnings Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Restricted share awards (“RSAs”) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of earnings per share (in shares) | 148,793 | 0 | 74,291 | 5,762 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from computation of earnings per share (in shares) | 91,053 | 0 | 91,053 | 1,237,374 |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2019 | Dec. 28, 2018 | |
Fair Value Disclosures [Abstract] | ||
Long-term earn-out liabilities | $ 5,339 | $ 2,792 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash payment to settle earn-out liability | 200 | |
Del Monte | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cash payment to settle earn-out liability | $ 200 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 28, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | $ 5,090 |
Acquisition value | 2,800 |
Cash payments | (200) |
Changes in fair value | 2,795 |
Balance June 28, 2019 | 10,485 |
Del Monte | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 0 |
Acquisition value | 0 |
Cash payments | (200) |
Changes in fair value | 200 |
Balance June 28, 2019 | 0 |
Fells Point | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 3,649 |
Acquisition value | 0 |
Cash payments | 0 |
Changes in fair value | 1,760 |
Balance June 28, 2019 | 5,409 |
Bassian | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 0 |
Acquisition value | 2,800 |
Cash payments | 0 |
Changes in fair value | 85 |
Balance June 28, 2019 | 2,885 |
Other Acquisitions | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance December 29, 2017 | 1,441 |
Acquisition value | 0 |
Cash payments | 0 |
Changes in fair value | 750 |
Balance June 28, 2019 | $ 2,191 |
Fair Value Measurements - Su_2
Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - Level 3 $ in Thousands | Jun. 28, 2019USD ($) |
Carrying Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Convertible unsecured note | $ 4,000 |
Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Convertible unsecured note | $ 3,987 |
Acquisitions - Narrative (Deta
Acquisitions - Narrative (Details) - Bassian - USD ($) $ in Thousands | Feb. 25, 2019 | Jun. 28, 2019 | Jun. 28, 2019 |
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 31,990 | ||
Cash amount paid to former owners | 27,990 | ||
Issuance of common shares | 4,000 | ||
Additional contingent consideration, amount | $ 9,000 | ||
Additional contingent consideration, term | 4 years | ||
Estimated fair value of contingent earn-out liability | $ 2,800 | $ 2,885 | $ 2,885 |
Measurement period adjustment, decrease in goodwill | 2,098 | ||
Measurement period adjustment, increase in fair value of other intangible assets | 2,455 | ||
Measurement period adjustment, decrease in current liabilities | 1,331 | ||
Measurement period adjustment, decrease in fair value of earn-out liability | 1,280 | ||
Goodwill amortization period for income tax purposes | 15 years | ||
Professional fees | $ 210 | ||
Net sales of acquiree since acquisition date | $ 14,836 | $ 20,363 | |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, amortization period | 15 years | ||
Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, amortization period | 5 years | ||
Trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, amortization period | 10 years |
Acquisitions - Summary of Cash
Acquisitions - Summary of Cash Price for Acquisition (Details) - USD ($) $ in Thousands | Jun. 28, 2019 | Feb. 25, 2019 | Dec. 28, 2018 | Aug. 25, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 193,526 | $ 184,280 | ||
Bassian | ||||
Business Acquisition [Line Items] | ||||
Current assets (includes cash acquired) | $ 6,656 | |||
Goodwill | 9,149 | |||
Fixed assets | 856 | |||
Other assets | 10 | |||
Current liabilities | (2,391) | |||
Earn-out liability | $ (2,885) | (2,800) | ||
Total consideration | 31,990 | |||
Bassian | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | 13,250 | |||
Bassian | Trademarks | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 6,320 | |||
Bassian | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 940 |
Inventories - Narrative (Detai
Inventories - Narrative (Details) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage and obsolescence | $ 1,888 | $ 1,921 |
Equipment, Leasehold Improvem_2
Equipment, Leasehold Improvements and Software - Summary of Equipment, Leasehold Improvements and Software (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2019 | Dec. 28, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 147,543 | $ 136,776 |
Less: accumulated depreciation and amortization | (57,345) | (51,500) |
Equipment, leasehold improvements and software, net | 90,198 | 85,276 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 1,170 | 1,170 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 20 years | |
Equipment and leasehold improvements, gross | $ 1,292 | 1,292 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 19,539 | 17,837 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 12,615 | 11,244 |
Computers, data processing and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Computers, data processing and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 22,963 | 22,779 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 3 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 64,919 | 60,565 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 40 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Equipment and leasehold improvements, gross | $ 3,364 | 3,268 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 4,164 | 2,769 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 7 years | |
Equipment and leasehold improvements, gross | $ 95 | 95 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 17,422 | $ 15,757 |
Equipment, Leasehold Improvem_3
Equipment, Leasehold Improvements and Software - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | Dec. 28, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Equipment and vehicles financed by leases | $ 90,198 | $ 90,198 | $ 85,276 | ||
Assets held under finance leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Equipment and vehicles financed by leases | 1,729 | 1,729 | |||
Depreciation | 70 | 113 | |||
Assets held under capital leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets financed by capital lease | $ 52 | ||||
Depreciation | $ 16 | $ 32 | |||
Excluding assets held under finance leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | 2,192 | 4,122 | |||
Excluding assets held under capital leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | 1,708 | 3,535 | |||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 912 | $ 460 | $ 1,820 | $ 930 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 28, 2019USD ($) | |
Goodwill [Roll Forward] | |
Carrying amount as of December 29, 2018 | $ 184,280 |
Acquisitions | 9,207 |
Foreign currency translation | 39 |
Carrying amount as of June 28, 2019 | $ 193,526 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 3,307 | $ 3,080 | $ 6,184 | $ 5,983 |
Customer relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 4 years | |||
Customer relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 20 years | |||
Trademarks | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 1 year | |||
Trademarks | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 40 years | |||
Non-compete agreements | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 2 years | |||
Non-compete agreements | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 6 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 207,500 | $ 186,929 |
Accumulated Amortization | (63,080) | (56,896) |
Net Amount | 144,420 | 130,033 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 132,766 | 119,488 |
Accumulated Amortization | (40,705) | (36,185) |
Net Amount | 92,061 | 83,303 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,519 | 7,579 |
Accumulated Amortization | (7,335) | (7,251) |
Net Amount | 1,184 | 328 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 66,215 | 59,862 |
Accumulated Amortization | (15,040) | (13,460) |
Net Amount | $ 51,175 | $ 46,402 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Estimated Amortization Expense for Other Intangibles (Details) $ in Thousands | Jun. 28, 2019USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2019 | $ 6,560 |
2020 | 12,859 |
2021 | 12,854 |
2022 | 12,074 |
2023 | 11,046 |
Thereafter | 89,027 |
Total | $ 144,420 |
Debt Obligations - Summary of
Debt Obligations - Summary of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Debt Instrument [Line Items] | ||
Finance leases and other financing obligations | $ 1,629 | $ 193 |
Deferred finance fees and original issue discount | (5,051) | (5,893) |
Total debt obligations | 281,932 | 278,230 |
Less: current installments | (304) | (61) |
Total debt obligations excluding current installments | 281,628 | 278,169 |
Senior secured term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 238,129 | 239,745 |
Convertible unsecured note | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,000 | 0 |
Asset based loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 43,225 | $ 44,185 |
Debt Obligations - Convertible
Debt Obligations - Convertible Unsecured Notes (Details) - USD ($) | Feb. 25, 2019 | Jun. 28, 2019 |
Convertible Unsecured Note maturing on June 29, 2023 | Convertible Note | ||
Debt Instrument [Line Items] | ||
Maximum aggregate amount | $ 4,000,000 | |
Interest rate | 4.50% | |
Interest rate, after two-year anniversary | 5.00% | |
Debt conversion price (in usd per share) | $ 43.93 | |
Debt conversion term | 2 years | |
ABL Facility | Credit Facility | ||
Debt Instrument [Line Items] | ||
Amounts reserved for issuance of letters of credit | $ 16,760,000 | |
Line of credit facility, current borrowing capacity | $ 90,015,000 | |
Effective interest rate | 3.70% | |
Senior Secured Term Loan | Credit Facility | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.90% |
Leases - Components of Lease E
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 28, 2019 | Jun. 28, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,808 | $ 13,440 |
Finance lease cost, Amortization of right-of-use asset | 70 | 113 |
Finance lease cost, Interest expense on lease liabilities | 23 | 40 |
Total finance lease cost | 93 | 153 |
Short-term lease cost | 486 | 897 |
Variable lease cost | 660 | 1,311 |
Sublease income | (191) | (371) |
Total lease cost, net | $ 7,856 | $ 15,430 |
Leases - Supplemental Balance
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Jun. 28, 2019USD ($) |
Leases [Abstract] | |
Short-term finance lease liabilities | $ 294 |
Long-term finance lease liabilities | $ 1,320 |
Leases - Maturities of Lease L
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Operating Leases, After Adoption of 842: | ||
2019 | $ 12,196 | |
2020 | 24,703 | |
2021 | 21,977 | |
2022 | 19,899 | |
2023 | 16,881 | |
Thereafter | 99,277 | |
Total | 194,933 | |
Less interest | (56,533) | |
Present value | 138,400 | |
Finance Leases, After Adoption of 842: | ||
2019 | 194 | |
2020 | 387 | |
2021 | 382 | |
2022 | 364 | |
2023 | 305 | |
Thereafter | 272 | |
Total | 1,904 | |
Less interest | (290) | |
Present value | 1,614 | |
Operating Leases, Before Adoption of 842: | ||
2019 | $ 24,666 | |
2020 | 23,047 | |
2021 | 19,918 | |
2022 | 17,838 | |
2023 | 14,876 | |
Thereafter | 47,330 | |
Total minimum lease payments | 147,675 | |
Capital Leases, Before Adoption of 842: | ||
2019 | 56 | |
2020 | 55 | |
2021 | 50 | |
2022 | 42 | |
2023 | 4 | |
Thereafter | 0 | |
Total minimum lease payments | 207 | |
Less interest | (49) | |
Present value of capital lease obligations | $ 158 | |
Real Estate | Third Party | ||
Operating Leases, After Adoption of 842: | ||
2019 | 5,364 | |
2020 | 12,709 | |
2021 | 12,639 | |
2022 | 12,606 | |
2023 | 12,084 | |
Thereafter | 96,923 | |
Total | 152,325 | |
Real Estate | Related Party | ||
Operating Leases, After Adoption of 842: | ||
2019 | 257 | |
2020 | 365 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total | 622 | |
Vehicles and Equipment | ||
Operating Leases, After Adoption of 842: | ||
2019 | 6,575 | |
2020 | 11,629 | |
2021 | 9,338 | |
2022 | 7,293 | |
2023 | 4,797 | |
Thereafter | 2,354 | |
Total | $ 41,986 |
Leases - Additional Informatio
Leases - Additional Information (Details) $ in Thousands | Jun. 28, 2019USD ($) |
Leases [Abstract] | |
Operating leases, weighted-average lease term | 13 years 4 months 24 days |
Finance leases, weighted-average lease term | 5 years 3 months 18 days |
Operating leases, weighted-average discount rate | 6.30% |
Finance leases, weighted-average discount rate | 5.60% |
Lease not yet commenced, contractually obligated payments | $ 3,000 |
Stockholders' Equity - Narrati
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant (in shares) | 2,600,000 | 2,600,000 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted (in shares) | 355,433 | |||
Weighted average grant date fair value (in usd per share) | $ 34.30 | |||
Recognized expense | $ 1,088,000 | $ 921,000 | $ 1,889,000 | $ 1,608,000 |
Total unrecognized compensation cost, RSAs | 12,376,000 | $ 12,376,000 | ||
Weighted average remaining term, RSAs | 2 years 7 months 6 days | |||
Restricted Stock | Time-Based Vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost, RSAs | 7,555,000 | $ 7,555,000 | ||
Weighted average remaining term, RSAs | 2 years 9 months 18 days | |||
Restricted Stock | Performance-Based Vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized compensation cost, RSAs | 4,821,000 | $ 4,821,000 | ||
Weighted average remaining term, RSAs | 2 years 3 months 18 days | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Recognized expense | $ 0 | $ 151,000 | $ 114,000 | $ 301,000 |
Stock options | 2019 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for grant (in shares) | 2,244,567 | 2,244,567 | ||
Share-based compensation expense, capitalized | $ 0 | |||
Minimum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Maximum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Restricted Stock Awards (Details) - Restricted Stock | 6 Months Ended |
Jun. 28, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested at December 28, 2018 (in shares) | shares | 526,730 |
Granted (in shares) | shares | 355,433 |
Vested (in shares) | shares | (102,929) |
Forfeited (in shares) | shares | (32,198) |
Unvested at June 28, 2019 (in shares) | shares | 747,036 |
Weighted Average Grant Date Fair Value | |
Unvested at December 28, 2018 (in usd per shares) | $ / shares | $ 20.60 |
Granted (in usd per share) | $ / shares | 34.30 |
Vested (in usd per share) | $ / shares | 22.10 |
Forfeited (in usd per share) | $ / shares | 18.74 |
Unvested at June 28, 2019 (in usd per shares) | $ / shares | $ 26.99 |
Stockholders' Equity - Sched_2
Stockholders' Equity - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 28, 2019USD ($)$ / sharesshares | Dec. 28, 2018USD ($)$ / sharesshares | |
Shares | ||
Outstanding December 28, 2018 (in shares) | shares | 191,808 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | (27,576) | |
Canceled/Forfeited (in shares) | shares | 0 | |
Outstanding and vested at June 28, 2019 (in shares) | shares | 164,232 | 191,808 |
Exercisable at June 28, 2019 (in shares) | shares | 164,232 | |
Weighted Average Exercise Price | ||
Outstanding December 28, 2018 (in usd per share) | $ / shares | $ 20.23 | |
Granted (in usd per share) | $ / shares | 0 | |
Exercised (in usd per share) | $ / shares | 20.23 | |
Canceled/Forfeited (in usd per share) | $ / shares | 0 | |
Outstanding and vested at June 28, 2019 (in usd per share) | $ / shares | 20.23 | $ 20.23 |
Exercisable at June 28, 2019 (in usd per share) | $ / shares | $ 20.23 | |
Aggregate Intrinsic Value | ||
Outstanding and vested | $ | $ 2,437 | $ 2,129 |
Exercisable at June 28, 2019 | $ | $ 2,437 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Outstanding and vested | 6 years 8 months 12 days | 7 years 2 months 12 days |
Exercisable at June 28, 2019 | 6 years 8 months 12 days |
Related Parties - Narrative (D
Related Parties - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Related Party Transaction [Line Items] | ||||
Ownership interest in facilities owned by entities controlled by company's stockholders | 100.00% | |||
Expenses related to transactions with related parties | $ 109,000 | $ 133,000 | $ 217,000 | $ 266,000 |
John Pappas | Immediate Family Member of Christopher Pappa's | ||||
Related Party Transaction [Line Items] | ||||
Compensation to related parties | $ 115,000 | $ 103,000 | 551,000 | 530,000 |
John Pappas | Board of Directors | ||||
Related Party Transaction [Line Items] | ||||
Compensation to related parties | $ 0 | $ 0 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information - Summary of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2019 | Jun. 29, 2018 | |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes, net of cash received | $ 3,690 | $ 2,650 |
Cash paid for interest | 9,494 | 9,703 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating expenses | 12,174 | |
Operating cash flows from finance leases | 40 | |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | 146,726 | |
Finance leases | 1,728 | |
Other non cash investing and financing activities: | ||
Convertible notes issued for acquisitions | 4,000 | 0 |
Contingent earn-out liabilities for acquisitions | $ 2,800 | $ 964 |
Uncategorized Items - chef06282
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (2,027,000) |