Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 26, 2021 | Apr. 26, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 26, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35249 | |
Entity Registrant Name | CHEFS’ WAREHOUSE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-3031526 | |
Entity Address, Address Line One | 100 East Ridge Road | |
Entity Address, City or Town | Ridgefield | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06877 | |
City Area Code | 203 | |
Local Phone Number | 894-1345 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,901,560 | |
Entity Central Index Key | 0001517175 | |
Current Fiscal Year End Date | --12-24 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Common Stock, par value $0.01 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | CHEF | |
Security Exchange Name | NASDAQ | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Trading Symbol | CHEF | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 175,000 | $ 193,281 |
Accounts receivable, net of allowance of $22,379 in 2021 and $24,027 in 2020 | 99,459 | 96,383 |
Inventories, net | 91,814 | 82,519 |
Prepaid expenses and other current assets | 32,631 | 33,479 |
Total current assets | 398,904 | 405,662 |
Equipment, leasehold improvements and software, net | 113,450 | 115,448 |
Operating lease right-of-use assets | 110,726 | 115,224 |
Goodwill | 214,888 | 214,864 |
Intangible assets, net | 108,219 | 111,717 |
Deferred taxes, net | 12,560 | 7,535 |
Other assets | 3,835 | 3,875 |
Total assets | 962,582 | 974,325 |
Current liabilities: | ||
Accounts payable | 69,461 | 57,515 |
Accrued liabilities | 26,829 | 27,924 |
Short-term operating lease liabilities | 16,898 | 17,167 |
Accrued compensation | 10,603 | 9,401 |
Current portion of long-term debt | 6,043 | 6,095 |
Total current liabilities | 129,834 | 118,102 |
Long-term debt, net of current portion | 396,489 | 398,084 |
Operating lease liabilities | 105,016 | 109,133 |
Other liabilities and deferred credits | 3,227 | 4,416 |
Total liabilities | 634,566 | 629,735 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 26, 2021 and December 25, 2020 | 0 | 0 |
Common Stock, - $0.01 par value, 100,000,000 shares authorized, 37,909,695 and 37,274,768 shares issued and outstanding at March 26, 2021 and December 25, 2020, respectively | 379 | 373 |
Additional paid in capital | 304,994 | 303,734 |
Accumulated other comprehensive loss | (1,970) | (2,051) |
Retained earnings | 24,613 | 42,534 |
Total stockholders’ equity | 328,016 | 344,590 |
Total liabilities and stockholders’ equity | $ 962,582 | $ 974,325 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Current assets: | ||
Allowance for accounts receivable | $ 22,379 | $ 24,027 |
Stockholders’ equity: | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, issued (in shares) | 0 | 0 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, issued (in shares) | 37,909,695 | 37,274,768 |
Common Stock, outstanding (in shares) | 37,909,695 | 37,274,768 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 280,217 | $ 375,431 |
Cost of sales | 221,270 | 289,943 |
Gross profit | 58,947 | 85,488 |
Selling, general and administrative expenses | 80,245 | 108,882 |
Other operating (income) expenses, net | (1,170) | (6,336) |
Operating loss | (20,128) | (17,058) |
Interest expense | 4,763 | 5,124 |
Loss before income taxes | (24,891) | (22,182) |
Provision for income tax benefit | (6,970) | (8,097) |
Net loss | (17,921) | (14,085) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 81 | (378) |
Comprehensive loss | $ (17,840) | $ (14,463) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.49) | $ (0.48) |
Diluted (in dollars per share) | $ (0.49) | $ (0.48) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 36,401,748 | 29,621,433 |
Diluted (in shares) | 36,401,748 | 29,621,433 |
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. 27, 2019 | 30,341,941 | ||||
Balance at Dec. 27, 2019 | $ 335,933 | $ 304 | $ 212,240 | $ (2,048) | $ 125,437 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (14,085) | (14,085) | |||
Stock compensation (in shares) | 807,433 | ||||
Stock compensation | 851 | $ 8 | 843 | ||
Cumulative translation adjustment | (378) | (378) | |||
Shares surrendered to pay withholding taxes (in shares) | (159,632) | ||||
Shares surrendered to pay tax withholding | (2,704) | $ (2) | (2,702) | ||
Balance (in shares) at Mar. 27, 2020 | 30,989,742 | ||||
Balance at Mar. 27, 2020 | $ 319,617 | $ 310 | 210,381 | (2,426) | 111,352 |
Balance (in shares) at Dec. 25, 2020 | 37,274,768 | 37,274,768 | |||
Balance at Dec. 25, 2020 | $ 344,590 | $ 373 | 303,734 | (2,051) | 42,534 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (17,921) | (17,921) | |||
Stock compensation (in shares) | 673,430 | ||||
Stock compensation | 2,458 | $ 6 | 2,452 | ||
Cumulative translation adjustment | 81 | 81 | |||
Shares surrendered to pay withholding taxes (in shares) | (38,503) | ||||
Shares surrendered to pay tax withholding | $ (1,192) | (1,192) | |||
Balance (in shares) at Mar. 26, 2021 | 37,909,695 | 37,909,695 | |||
Balance at Mar. 26, 2021 | $ 328,016 | $ 379 | $ 304,994 | $ (1,970) | $ 24,613 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (17,921) | $ (14,085) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 5,107 | 4,762 |
Amortization of intangible assets | 3,539 | 3,298 |
Provision for allowance for doubtful accounts | (451) | 18,431 |
Non-cash operating lease expense | 109 | 244 |
Benefit for deferred income taxes | (5,025) | (1,900) |
Amortization of deferred financing fees | 864 | 762 |
Stock compensation | 2,458 | 851 |
Change in fair value of contingent earn-out liabilities | (1,308) | (6,812) |
Loss on asset disposal | 5 | 42 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (2,585) | 33,141 |
Inventories | (9,357) | 2,501 |
Prepaid expenses and other current assets | 850 | (8,855) |
Accounts payable, accrued liabilities and accrued compensation | 12,026 | (14,311) |
Other assets and liabilities | 26 | 3,916 |
Net cash (used in) provided by operating activities | (11,663) | 21,985 |
Cash flows from investing activities: | ||
Capital expenditures | (2,896) | (3,093) |
Cash paid for acquisitions, net of cash received | 0 | (63,450) |
Net cash used in investing activities | (2,896) | (66,543) |
Cash flows from financing activities: | ||
Payment of debt, finance lease and other financing obligations | (32,834) | (687) |
Proceeds from debt issuance | 51,750 | 0 |
Payment of deferred financing fees | (1,450) | 0 |
Surrender of shares to pay withholding taxes | (1,192) | (838) |
Cash paid for contingent earn-out liability | 0 | (500) |
Borrowings under asset-based loan facility | 0 | 100,000 |
Payments under asset based loan facility | (20,000) | 0 |
Net cash (used in) provided by financing activities | (3,726) | 97,975 |
Effect of foreign currency on cash and cash equivalents | 4 | (133) |
Net change in cash and cash equivalents | (18,281) | 53,284 |
Cash and cash equivalents-beginning of period | 193,281 | 140,233 |
Cash and cash equivalents-end of period | $ 175,000 | $ 193,517 |
Operations and Basis of Present
Operations and Basis of Presentation | 3 Months Ended |
Mar. 26, 2021 | |
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’s business consists of three operating segments: East Coast, Midwest and West Coast that aggregate into 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, chocolateries, cruise lines, casinos, specialty food stores, grocers and warehouse clubs. The COVID-19 Pandemic The Company’s customers continued to be adversely impacted by the COVID-19 pandemic (the “Pandemic”) during the quarter ended March 26, 2021 which is the primary driver of a $104,975 decline in the Company’s organic sales compared to the prior year quarter. The Pandemic’s impact on the Company’s net sales was the most significant at the inception of the Pandemic in the United States and Canada during the second quarter of 2020. The future impact of the Pandemic on our business, operations and liquidity is difficult to predict at this time and is highly dependent on future developments including new information that may emerge on the severity of the disease, the extent of the outbreak, federal, state and local government responses, trends in infection rates, development of effective medical treatments for the disease, and future consumer spending behavior, among others. 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 25, 2020 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2021. 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 February 23, 2021, 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, the Pandemic and other factors, the results of operations for the thirteen weeks ended weeks ended March 26, 2021 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 Fiscal 2021 Simplifying the Accounting for Income Taxes: In December 2019, the Financial Accounting Standards Board (the “FASB”) issued guidance that eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period and other simplifications and clarifications. As a result of the new guidance, the Company may recognize additional income tax benefits during interim periods in which interim losses exceed full year projections due to provisions in the guidance that remove loss limitation rules. This guidance was adopted on December 26, 2020 and adoption had an immaterial impact on the Company’s consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity: In August 2020, the FASB issued guidance that simplifies the accounting models for financial instruments with characteristics of debt and equity. The amendments in the guidance result in fewer instances in which an embedded conversion feature must be accounted for separately from its host contract. This guidance will be effective for fiscal years beginning after December 15, 2021. This guidance was adopted on December 26, 2020 and adoption did not impact the Company’s consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 26, 2021 | |
Revenue from Contract with Customer [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 selling, general and administrative 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 March 26, 2021 March 27, 2020 Center-of-the-Plate $ 139,880 49.9 % $ 163,820 43.6 % Dry Goods 37,749 13.5 % 57,886 15.4 % Pastry 40,978 14.6 % 49,261 13.1 % Cheese and Charcuterie 23,125 8.3 % 35,073 9.3 % Produce 20,535 7.3 % 24,020 6.4 % Dairy and Eggs 2,297 0.8 % 22,146 5.9 % Oils and Vinegars 9,567 3.4 % 16,159 4.3 % Kitchen Supplies 6,086 2.2 % 7,066 2.0 % Total $ 280,217 100 % $ 375,431 100 % 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. Food Processing Costs Food processing costs include but are not limited to direct labor and benefits, applicable overhead and depreciation of equipment and facilities used in food processing activities. Food processing costs included in cost of sales were $5,396 and $5,413 for the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 26, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following table sets forth the computation of basic and diluted net (loss) income per common share: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Net loss per share: Basic $ (0.49) $ (0.48) Diluted $ (0.49) $ (0.48) Weighted average common shares: Basic 36,401,748 29,621,433 Diluted 36,401,748 29,621,433 Reconciliation of net loss per common share: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Numerator: Net loss $ (17,921) $ (14,085) Denominator: Weighted average basic common shares outstanding 36,401,748 29,621,433 Weighted average diluted common shares outstanding 36,401,748 29,621,433 Potentially dilutive securities that have been excluded from the calculation of diluted net loss per common share because the effect is anti-dilutive are as follows: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Restricted share awards (“RSAs”) 779,968 75,779 Stock options 115,639 39,075 Convertible notes 3,795,570 3,484,788 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 26, 2021 | |
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 $1,248 and $2,556 as of March 26, 2021 and December 25, 2020, 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 other operating (income)expenses, net on the consolidated statements of operations. The following table presents the changes in Level 3 contingent earn-out liabilities: Fells Point Bassian Sid Wainer Other Acquisitions Total Balance December 27, 2019 $ 4,544 $ 7,957 $ — $ 2,197 $ 14,698 Acquisition value — — 2,081 1,383 3,464 Cash payments — (2,250) — (1,677) (3,927) Changes in fair value (4,544) (4,631) (1,570) (734) (11,479) Balance December 25, 2020 $ — $ 1,076 $ 511 $ 1,169 $ 2,756 Changes in fair value — 4 (511) (801) (1,308) Balance March 26, 2021 $ — $ 1,080 $ — $ 368 $ 1,448 Fair Value of Financial Instruments The following table presents the carrying value and fair value of the Company’s convertible notes. In estimating the fair value of the convertible notes, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk-free interest rate in calculating the fair value estimate. March 26, 2021 December 25, 2020 Carrying Value Fair Value Carrying Value Fair Value Convertible Senior Notes $ 200,000 $ 238,661 $ 150,000 $ 163,204 Convertible Unsecured Note $ 4,000 $ 4,687 $ 4,000 $ 4,290 |
Inventories
Inventories | 3 Months Ended |
Mar. 26, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $8,755 and $9,013 at March 26, 2021 and December 25, 2020, respectively. |
Equipment, Leasehold Improvemen
Equipment, Leasehold Improvements and Software | 3 Months Ended |
Mar. 26, 2021 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Leasehold Improvements and Software | Equipment, Leasehold Improvements and Software Equipment, leasehold improvements and software as of March 26, 2021 and December 25, 2020 consisted of the following: Useful Lives March 26, 2021 December 25, 2020 Land Indefinite $ 5,020 $ 5,020 Buildings 20 years 15,685 15,685 Machinery and equipment 5 - 10 years 25,116 24,900 Computers, data processing and other equipment 3 - 7 years 14,328 14,207 Software 3 - 7 years 41,273 33,063 Leasehold improvements 1 - 40 years 68,855 68,747 Furniture and fixtures 7 years 3,418 3,412 Vehicles 5 - 7 years 21,926 21,873 Other 7 years 88 88 Construction-in-process 2,435 8,115 198,144 195,110 Less: accumulated depreciation and amortization (84,694) (79,662) Equipment, leasehold improvements and software, net $ 113,450 $ 115,448 Construction-in-process at March 26, 2021 related primarily to the build-out of the Company’s Los Angeles distribution facility. Construction-in-process at December 25, 2020 related primarily to the implementation of the Company’s Enterprise Resource Planning system. The net book value of equipment financed under finance leases at March 26, 2021 and December 25, 2020 was $15,592 and $14,705, respectively. The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Depreciation expense $ 3,935 $ 3,568 Software amortization $ 1,172 $ 1,194 $ 5,107 $ 4,762 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 25, 2020 $ 214,864 Foreign currency translation 24 Carrying amount as of March 26, 2021 $ 214,888 Other intangible assets consist of customer relationships being amortized over a period ranging from four one two Other intangible assets as of March 26, 2021 and December 25, 2020 consisted of the following: March 26, 2021 Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 141,701 $ (57,616) $ 84,085 Non-compete agreements 8,579 (7,818) 761 Trademarks 44,539 (21,166) 23,373 Total $ 194,819 $ (86,600) $ 108,219 December 25, 2020 Customer relationships $ 141,679 $ (55,135) $ 86,544 Non-compete agreements 8,579 (7,752) 827 Trademarks 44,520 (20,174) 24,346 Total $ 194,778 $ (83,061) $ 111,717 Amortization expense for other intangibles was $3,539 and $3,298 for the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively. Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 24, 2021 and each of the next four fiscal years and thereafter is as follows: 2021 $ 9,254 2022 11,555 2023 10,525 2024 9,921 2025 9,488 Thereafter 57,476 Total $ 108,219 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 26, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Debt obligations as of March 26, 2021 and December 25, 2020 consisted of the following: March 26, 2021 December 25, 2020 Senior secured term loans $ 169,959 $ 201,553 Convertible senior notes 200,000 150,000 Asset-based loan facility 20,000 40,000 Finance lease and other financing obligations 16,434 15,798 Convertible unsecured note 4,000 4,000 Deferred finance fees and original issue premium (discount) (7,861) (7,172) Total debt obligations 402,532 404,179 Less: current installments (6,043) (6,095) Total debt obligations excluding current installments $ 396,489 $ 398,084 On March 1, 2021, the Company issued $50,000 aggregate principal amount of 1.875% Convertible Senior Notes at a premium which were offered as an additional issuance and under the same terms of the Company’s $150,000 Convertible Senior Notes due 2024 initially issued on November 22, 2019. Net proceeds were used to repay all outstanding borrowings under the Company's 2022 tranche of senior secured term loans of $31,166 and repay a portion of borrowings outstanding under the Company’s asset-based loan facility (“ABL Facility”). The Company incurred transaction costs of approximately $1,350 which were capitalized as deferred financing fees to be amortized over the term of the Convertible Senior Notes due 2024. At March 26, 2021, the effective interest rate charged on the Company’s Convertible Senior Notes was approximately 2.3%. The net carry value of the Company’s Convertible Senior Notes as of March 26, 2021 and December 25, 2020 was: March 26, 2021 December 25, 2020 Principal amount outstanding $ 200,000 $ 150,000 Unamortized deferred financing fees and premium (3,814) (4,999) Net carry value $ 203,814 $ 154,999 The components of interest expense on the Company’s Convertible Senior Notes were as follows: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Coupon interest $ 781 $ 703 Amortization of deferred financing fees and premium $ 241 $ 250 Total interest $ 1,022 $ 953 The Company’s senior secured term loan credit agreement requires the Company to maintain at least $35,000 of liquidity as of the last day of any fiscal quarter where EBITDA, as defined in the Credit Agreement, is less than $10,000. The Company had minimum liquidity, as defined in the Credit Agreement, of $240,561 as of March 26, 2021. As of March 26, 2021, the Company was in compliance with all debt covenants and the Company had reserved $20,141 of the ABL Facility for the issuance of letters of credit. As of March 26, 2021, funds totaling $53,817 were available for borrowing under the ABL Facility. At March 26, 2021, the interest rate charged on the Company’s senior secured term loan was approximately 5.6% and the interest rate charged on the Company’s ABL Facility was approximately 1.9%. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 26, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Awards The following table reflects the activity of RSAs during the thirteen weeks ended March 26, 2021: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 25, 2020 901,318 $ 16.14 — $ — 26,952 $ 30.16 Granted 276,891 31.85 199,231 32.00 199,241 32.00 Vested (479,790) 11.45 — — — — Forfeited (1,933) 18.51 — — — — Unvested at March 26, 2021 696,486 $ 25.59 199,231 $ 32.00 226,193 $ 31.78 The Company granted 675,363 RSAs to its employees and directors at a weighted average grant date fair value of $31.94 during the thirteen weeks ended March 26, 2021. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up to five years. The Company recognized expense totaling $2,458 and $851 on its RSAs during the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively. At March 26, 2021, the total unrecognized compensation cost for unvested RSAs was $26,806 and the weighted-average remaining period was approximately 2.6 years. Of this total, $15,899 related to RSAs with time-based vesting provisions and $10,907 related to RSAs with performance-based vesting provisions. At March 26, 2021, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.4 years and 2.9 years, respectively. No share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of March 26, 2021, there were 889,294 shares available for grant under the 2019 Omnibus Equity Incentive Plan. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 26, 2021 | |
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 $123 and $118 during the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 3 Months Ended |
Mar. 26, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Thirteen Weeks Ended March 26, 2021 March 27, 2020 Supplemental cash flow disclosures: Cash paid for income taxes, net of cash received $ (237) $ 334 Cash paid for interest, net of cash received $ 2,929 $ 2,883 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,369 $ 6,700 Operating cash flows from finance leases $ 145 $ 111 ROU assets obtained in exchange for lease liabilities: Operating leases $ 14 $ 4,989 Finance leases $ 162 $ 13,208 Other non-cash investing and financing activities: Contingent earn-out liabilities for acquisitions $ — $ 3,464 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 26, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Operations and Basis of Prese_2
Operations and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Period | The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year-end to the calendar year. |
Segment Reporting | The Company’s business consists of three operating segments: East Coast, Midwest and West Coast that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily in the United States. |
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 25, 2020 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2021. 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 February 23, 2021, 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, the Pandemic and other factors, the results of operations for the thirteen weeks ended weeks ended March 26, 2021 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 Fiscal 2021 | Guidance Adopted in Fiscal 2021 Simplifying the Accounting for Income Taxes: In December 2019, the Financial Accounting Standards Board (the “FASB”) issued guidance that eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period and other simplifications and clarifications. As a result of the new guidance, the Company may recognize additional income tax benefits during interim periods in which interim losses exceed full year projections due to provisions in the guidance that remove loss limitation rules. This guidance was adopted on December 26, 2020 and adoption had an immaterial impact on the Company’s consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity: In August 2020, the FASB issued guidance that simplifies the accounting models for financial instruments with characteristics of debt and equity. The amendments in the guidance result in fewer instances in which an embedded conversion feature must be accounted for separately from its host contract. This guidance will be effective for fiscal years beginning after December 15, 2021. This guidance was adopted on December 26, 2020 and adoption did not impact the Company’s consolidated financial statements. |
Revenue Recognition and Food Processing Costs | 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 selling, general and administrative 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s net sales disaggregated by principal product category: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Center-of-the-Plate $ 139,880 49.9 % $ 163,820 43.6 % Dry Goods 37,749 13.5 % 57,886 15.4 % Pastry 40,978 14.6 % 49,261 13.1 % Cheese and Charcuterie 23,125 8.3 % 35,073 9.3 % Produce 20,535 7.3 % 24,020 6.4 % Dairy and Eggs 2,297 0.8 % 22,146 5.9 % Oils and Vinegars 9,567 3.4 % 16,159 4.3 % Kitchen Supplies 6,086 2.2 % 7,066 2.0 % Total $ 280,217 100 % $ 375,431 100 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
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 (loss) income per common share: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Net loss per share: Basic $ (0.49) $ (0.48) Diluted $ (0.49) $ (0.48) Weighted average common shares: Basic 36,401,748 29,621,433 Diluted 36,401,748 29,621,433 |
Schedule of reconciliation of net loss per common share | Reconciliation of net loss per common share: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Numerator: Net loss $ (17,921) $ (14,085) Denominator: Weighted average basic common shares outstanding 36,401,748 29,621,433 Weighted average diluted common shares outstanding 36,401,748 29,621,433 |
Schedule of dilutive securities that have been excluded from the calculation of diluted net loss per common share | Potentially dilutive securities that have been excluded from the calculation of diluted net loss per common share because the effect is anti-dilutive are as follows: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Restricted share awards (“RSAs”) 779,968 75,779 Stock options 115,639 39,075 Convertible notes 3,795,570 3,484,788 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
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: Fells Point Bassian Sid Wainer Other Acquisitions Total Balance December 27, 2019 $ 4,544 $ 7,957 $ — $ 2,197 $ 14,698 Acquisition value — — 2,081 1,383 3,464 Cash payments — (2,250) — (1,677) (3,927) Changes in fair value (4,544) (4,631) (1,570) (734) (11,479) Balance December 25, 2020 $ — $ 1,076 $ 511 $ 1,169 $ 2,756 Changes in fair value — 4 (511) (801) (1,308) Balance March 26, 2021 $ — $ 1,080 $ — $ 368 $ 1,448 |
Schedule of carrying value and fair value of the Company's convertible subordinated notes | The following table presents the carrying value and fair value of the Company’s convertible notes. In estimating the fair value of the convertible notes, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk-free interest rate in calculating the fair value estimate. March 26, 2021 December 25, 2020 Carrying Value Fair Value Carrying Value Fair Value Convertible Senior Notes $ 200,000 $ 238,661 $ 150,000 $ 163,204 Convertible Unsecured Note $ 4,000 $ 4,687 $ 4,000 $ 4,290 |
Equipment, Leasehold Improvem_2
Equipment, Leasehold Improvements and Software (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of equipment, leasehold improvements and software | Equipment, leasehold improvements and software as of March 26, 2021 and December 25, 2020 consisted of the following: Useful Lives March 26, 2021 December 25, 2020 Land Indefinite $ 5,020 $ 5,020 Buildings 20 years 15,685 15,685 Machinery and equipment 5 - 10 years 25,116 24,900 Computers, data processing and other equipment 3 - 7 years 14,328 14,207 Software 3 - 7 years 41,273 33,063 Leasehold improvements 1 - 40 years 68,855 68,747 Furniture and fixtures 7 years 3,418 3,412 Vehicles 5 - 7 years 21,926 21,873 Other 7 years 88 88 Construction-in-process 2,435 8,115 198,144 195,110 Less: accumulated depreciation and amortization (84,694) (79,662) Equipment, leasehold improvements and software, net $ 113,450 $ 115,448 The components of depreciation and amortization expense were as follows: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Depreciation expense $ 3,935 $ 3,568 Software amortization $ 1,172 $ 1,194 $ 5,107 $ 4,762 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 25, 2020 $ 214,864 Foreign currency translation 24 Carrying amount as of March 26, 2021 $ 214,888 |
Schedule of other intangible assets | Other intangible assets as of March 26, 2021 and December 25, 2020 consisted of the following: March 26, 2021 Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 141,701 $ (57,616) $ 84,085 Non-compete agreements 8,579 (7,818) 761 Trademarks 44,539 (21,166) 23,373 Total $ 194,819 $ (86,600) $ 108,219 December 25, 2020 Customer relationships $ 141,679 $ (55,135) $ 86,544 Non-compete agreements 8,579 (7,752) 827 Trademarks 44,520 (20,174) 24,346 Total $ 194,778 $ (83,061) $ 111,717 |
Schedule of estimated future amortization expense | Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 24, 2021 and each of the next four fiscal years and thereafter is as follows: 2021 $ 9,254 2022 11,555 2023 10,525 2024 9,921 2025 9,488 Thereafter 57,476 Total $ 108,219 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations as of March 26, 2021 and December 25, 2020 consisted of the following: March 26, 2021 December 25, 2020 Senior secured term loans $ 169,959 $ 201,553 Convertible senior notes 200,000 150,000 Asset-based loan facility 20,000 40,000 Finance lease and other financing obligations 16,434 15,798 Convertible unsecured note 4,000 4,000 Deferred finance fees and original issue premium (discount) (7,861) (7,172) Total debt obligations 402,532 404,179 Less: current installments (6,043) (6,095) Total debt obligations excluding current installments $ 396,489 $ 398,084 |
Schedule of convertible senior notes | The net carry value of the Company’s Convertible Senior Notes as of March 26, 2021 and December 25, 2020 was: March 26, 2021 December 25, 2020 Principal amount outstanding $ 200,000 $ 150,000 Unamortized deferred financing fees and premium (3,814) (4,999) Net carry value $ 203,814 $ 154,999 |
Schedule of components of interest expense | The components of interest expense on the Company’s Convertible Senior Notes were as follows: Thirteen Weeks Ended March 26, 2021 March 27, 2020 Coupon interest $ 781 $ 703 Amortization of deferred financing fees and premium $ 241 $ 250 Total interest $ 1,022 $ 953 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock awards activity | The following table reflects the activity of RSAs during the thirteen weeks ended March 26, 2021: Time-based Performance-based Market-based Shares Weighted Average Shares Weighted Average Shares Weighted Average Unvested at December 25, 2020 901,318 $ 16.14 — $ — 26,952 $ 30.16 Granted 276,891 31.85 199,231 32.00 199,241 32.00 Vested (479,790) 11.45 — — — — Forfeited (1,933) 18.51 — — — — Unvested at March 26, 2021 696,486 $ 25.59 199,231 $ 32.00 226,193 $ 31.78 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 26, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Thirteen Weeks Ended March 26, 2021 March 27, 2020 Supplemental cash flow disclosures: Cash paid for income taxes, net of cash received $ (237) $ 334 Cash paid for interest, net of cash received $ 2,929 $ 2,883 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,369 $ 6,700 Operating cash flows from finance leases $ 145 $ 111 ROU assets obtained in exchange for lease liabilities: Operating leases $ 14 $ 4,989 Finance leases $ 162 $ 13,208 Other non-cash investing and financing activities: Contingent earn-out liabilities for acquisitions $ — $ 3,464 |
Operations and Basis of Prese_3
Operations and Basis of Presentation - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 26, 2021USD ($)segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 1 |
COVID-19 pandemic | |
Unusual or Infrequent Item, or Both [Line Items] | |
Decline in organic sales compared to prior year quarter related to COVID-19 pandemic | $ | $ 104,975 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Cost of sales | $ 221,270 | $ 289,943 |
Food Processing | ||
Disaggregation of Revenue [Line Items] | ||
Cost of sales | $ 5,396 | $ 5,413 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term for contracts with customers (in days) | 20 days | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term for contracts with customers (in days) | 60 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 280,217 | $ 375,431 |
Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 100.00% | 100.00% |
Center-of-the-Plate | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 139,880 | $ 163,820 |
Center-of-the-Plate | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 49.90% | 43.60% |
Dry Goods | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 37,749 | $ 57,886 |
Dry Goods | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 13.50% | 15.40% |
Pastry | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 40,978 | $ 49,261 |
Pastry | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 14.60% | 13.10% |
Cheese and Charcuterie | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 23,125 | $ 35,073 |
Cheese and Charcuterie | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 8.30% | 9.30% |
Produce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 20,535 | $ 24,020 |
Produce | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 7.30% | 6.40% |
Dairy and Eggs | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,297 | $ 22,146 |
Dairy and Eggs | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 0.80% | 5.90% |
Oils and Vinegars | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 9,567 | $ 16,159 |
Oils and Vinegars | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 3.40% | 4.30% |
Kitchen Supplies | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 6,086 | $ 7,066 |
Kitchen Supplies | Net Sales | Product Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 2.20% | 2.00% |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Earnings per Share (Details) - $ / shares | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.49) | $ (0.48) |
Diluted (in dollars per share) | $ (0.49) | $ (0.48) |
Weighted average common shares: | ||
Basic (in shares) | 36,401,748 | 29,621,433 |
Diluted (in shares) | 36,401,748 | 29,621,433 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Reconciliation of Earnings per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Numerator: | ||
Net loss | $ (17,921) | $ (14,085) |
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||
Weighted average basic common shares outstanding (in shares) | 36,401,748 | 29,621,433 |
Weighted average diluted common shares outstanding (in shares) | 36,401,748 | 29,621,433 |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Restricted share awards (“RSAs”) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 779,968 | 75,779 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 115,639 | 39,075 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 3,795,570 | 3,484,788 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Fair Value Disclosures [Abstract] | ||
Long-term earn-out liabilities | $ 1,248 | $ 2,556 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 26, 2021 | Dec. 25, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 2,756 | $ 14,698 |
Acquisition value | 3,464 | |
Cash payments | (3,927) | |
Changes in fair value | (1,308) | (11,479) |
Balance at end of period | 1,448 | 2,756 |
Fells Point | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 0 | 4,544 |
Acquisition value | 0 | |
Cash payments | 0 | |
Changes in fair value | 0 | (4,544) |
Balance at end of period | 0 | 0 |
Bassian | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 1,076 | 7,957 |
Acquisition value | 0 | |
Cash payments | (2,250) | |
Changes in fair value | 4 | (4,631) |
Balance at end of period | 1,080 | 1,076 |
Sid Wainer | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 511 | 0 |
Acquisition value | 2,081 | |
Cash payments | 0 | |
Changes in fair value | (511) | (1,570) |
Balance at end of period | 0 | 511 |
Other Acquisitions | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 1,169 | 2,197 |
Acquisition value | 1,383 | |
Cash payments | (1,677) | |
Changes in fair value | (801) | (734) |
Balance at end of period | $ 368 | $ 1,169 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - Fair Value Inputs Level 3 - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 200,000 | $ 150,000 |
Senior Notes | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 238,661 | 163,204 |
Unsecured Note | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | 4,000 | 4,000 |
Unsecured Note | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Notes | $ 4,687 | $ 4,290 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Inventory Disclosure [Abstract] | ||
Reserves for shrinkage, excess and obsolescence | $ 8,755 | $ 9,013 |
Equipment, Leasehold Improvem_3
Equipment, Leasehold Improvements and Software (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Dec. 25, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 198,144 | $ 195,110 |
Less: accumulated depreciation and amortization | (84,694) | (79,662) |
Equipment, leasehold improvements and software, net | 113,450 | 115,448 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 5,020 | 5,020 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 20 years | |
Equipment, leasehold improvements and software, gross | $ 15,685 | 15,685 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 25,116 | 24,900 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 10 years | |
Computers, data processing and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 14,328 | 14,207 |
Computers, data processing and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Computers, data processing and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 41,273 | 33,063 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 68,855 | 68,747 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 40 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Equipment, leasehold improvements and software, gross | $ 3,418 | 3,412 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 21,926 | 21,873 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Equipment, leasehold improvements and software, gross | $ 88 | 88 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, leasehold improvements and software, gross | $ 2,435 | $ 8,115 |
Equipment, Leasehold Improvem_4
Equipment, Leasehold Improvements and Software - Components of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 26, 2021 | Mar. 27, 2020 | Dec. 25, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Net book value of equipment under finance leases | $ 113,450 | $ 115,448 | |
Depreciation expense and amortization | 5,107 | $ 4,762 | |
Assets held under finance leases | |||
Property, Plant and Equipment [Line Items] | |||
Net book value of equipment under finance leases | 15,592 | $ 14,705 | |
Excluding assets held under finance leases | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense and amortization | 3,935 | 3,568 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense and amortization | $ 1,172 | $ 1,194 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 3,539 | $ 3,298 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of intangible assets (in years) | 4 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of intangible assets (in years) | 20 years | |
Trademarks | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of intangible assets (in years) | 1 year | |
Trademarks | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of intangible assets (in years) | 40 years | |
Noncompete Agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of intangible assets (in years) | 2 years | |
Noncompete Agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life of intangible assets (in years) | 6 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 26, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 214,864 |
Foreign currency translation | 24 |
Ending balance | $ 214,888 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 194,819 | $ 194,778 |
Accumulated Amortization | (86,600) | (83,061) |
Net Amount | 108,219 | 111,717 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 141,701 | 141,679 |
Accumulated Amortization | (57,616) | (55,135) |
Net Amount | 84,085 | 86,544 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,579 | 8,579 |
Accumulated Amortization | (7,818) | (7,752) |
Net Amount | 761 | 827 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 44,539 | 44,520 |
Accumulated Amortization | (21,166) | (20,174) |
Net Amount | $ 23,373 | $ 24,346 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Future amortization (Details) $ in Thousands | Mar. 26, 2021USD ($) |
Estimated amortization in fiscal year: | |
2021 | $ 9,254 |
2022 | 11,555 |
2023 | 10,525 |
2024 | 9,921 |
2025 | 9,488 |
Thereafter | 57,476 |
Total | $ 108,219 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Debt Instrument [Line Items] | ||
Finance lease and other financing obligations | $ 16,434 | $ 15,798 |
Deferred finance fees and original issue premium (discount) | (7,861) | (7,172) |
Total debt obligations | 402,532 | 404,179 |
Less: current installments | (6,043) | (6,095) |
Total debt obligations excluding current installments | 396,489 | 398,084 |
Senior secured term loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 169,959 | 201,553 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 200,000 | 150,000 |
Deferred finance fees and original issue premium (discount) | 3,814 | 4,999 |
Asset-based loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 20,000 | 40,000 |
Convertible unsecured note | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,000 | $ 4,000 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | Mar. 01, 2021 | Mar. 26, 2021 | Nov. 22, 2019 |
Senior secured term loans | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 2.30% | ||
1.875% Convertible Senior Notes | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Principle amount | $ 50,000,000 | $ 150,000,000 | |
Interest rate | 1.875% | ||
Debt issuance costs | $ 1,350,000 | ||
Senior Secured Term Loans, 2022 Tranche | Senior secured term loans | |||
Debt Instrument [Line Items] | |||
Repayment of all outstanding borrowings | $ 31,166,000 | ||
Senior Secured Term Loan | Credit facility | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 5.60% | ||
Minimum liquidity covenant | $ 35,000,000 | ||
EBITDA covenant | 10,000,000 | ||
Minimum liquidity amount | $ 240,561,000 | ||
ABL Facility | Credit facility | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 1.90% | ||
Amounts reserved for issuance of letters of credit | $ 20,141,000 | ||
Line of credit facility, current borrowing capacity | $ 53,817,000 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Mar. 26, 2021 | Dec. 25, 2020 |
Debt Instrument [Line Items] | ||
Unamortized deferred financing fees and premium | $ 7,861 | $ 7,172 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 200,000 | 150,000 |
Unamortized deferred financing fees and premium | (3,814) | (4,999) |
Net carry value | $ 203,814 | $ 154,999 |
Debt Obligations - Schedule o_3
Debt Obligations - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Debt Disclosure [Abstract] | ||
Coupon interest | $ 781 | $ 703 |
Amortization of deferred financing fees and premium | 241 | 250 |
Total interest | $ 1,022 | $ 953 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Awards (Details) | 3 Months Ended |
Mar. 26, 2021$ / sharesshares | |
Time-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 901,318 |
Granted (in shares) | shares | 276,891 |
Vested (in shares) | shares | (479,790) |
Forfeited (in shares) | shares | (1,933) |
Unvested at ending balance (in shares) | shares | 696,486 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 16.14 |
Granted (in usd per share) | $ / shares | 31.85 |
Vested (in usd per share) | $ / shares | 11.45 |
Forfeited (in usd per share) | $ / shares | 18.51 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 25.59 |
Performance-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 199,231 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested at ending balance (in shares) | shares | 199,231 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 32 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 32 |
Market-based | |
Shares | |
Unvested at beginning balance (in shares) | shares | 26,952 |
Granted (in shares) | shares | 199,241 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested at ending balance (in shares) | shares | 226,193 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning balance (in usd per shares) | $ / shares | $ 30.16 |
Granted (in usd per share) | $ / shares | 32 |
Vested (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Unvested at ending balance (in usd per shares) | $ / shares | $ 31.78 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense, capitalized | $ 0 | |
Number of shares available for grant (in shares) | 889,294 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted (in shares) | 675,363 | |
Weighted average grant date fair value (in usd per share) | $ 31.94 | |
Recognized expense | $ 2,458,000 | $ 851,000 |
Total unrecognized compensation cost, RSAs | $ 26,806,000 | |
Weighted average remaining term (in years) | 2 years 7 months 6 days | |
Time , Market, And Performance Based Grants | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 5 years | |
Time-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted (in shares) | 276,891 | |
Weighted average grant date fair value (in usd per share) | $ 31.85 | |
Total unrecognized compensation cost, RSAs | $ 15,899,000 | |
Weighted average remaining term (in years) | 2 years 4 months 24 days | |
Performance-based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted (in shares) | 199,231 | |
Weighted average grant date fair value (in usd per share) | $ 32 | |
Total unrecognized compensation cost, RSAs | $ 10,907,000 | |
Weighted average remaining term (in years) | 2 years 10 months 24 days |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Related Party Transactions [Abstract] | ||
Ownership interest in facilities owned by entities controlled by company's stockholders (as a percent) | 100.00% | |
Expenses related to transactions with related parties | $ 123 | $ 118 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information - Summary of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2021 | Mar. 27, 2020 | |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes, net of cash received | $ (237) | $ 334 |
Cash paid for interest, net of cash received | 2,929 | 2,883 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 6,369 | 6,700 |
Operating cash flows from finance leases | 145 | 111 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | 14 | 4,989 |
Finance leases | 162 | 13,208 |
Other non-cash investing and financing activities: | ||
Contingent earn-out liabilities for acquisitions | $ 0 | $ 3,464 |