NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share amounts)
Note 1 - 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
Many of the Company’s customers have been adversely impacted by the COVID-19 pandemic (the “Pandemic”), however there has been sequential improvement in the Company’s business starting in the second quarter of fiscal 2021 and continuing throughout the third quarter of fiscal 2021 which has contributed to organic sales growth of $213,719 compared to the prior year quarter.
The future impact of the Pandemic on the Company’s 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 outbreaks, federal, state and local government responses, trends in infection rates, development of effective medical treatments for the disease, the pace of vaccination programs 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 and thirty-nine weeks ended September 24, 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.
Note 2 – 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
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
September 25, 2020
|
|
September 24, 2021
|
|
September 25, 2020
|
Center-of-the-Plate
|
$
|
238,783
|
|
|
49.3
|
%
|
|
$
|
115,570
|
|
|
45.5
|
%
|
|
$
|
593,717
|
|
|
50.0
|
%
|
|
$
|
395,224
|
|
|
47.6
|
%
|
Dry Goods
|
66,455
|
|
|
13.7
|
%
|
|
31,495
|
|
|
12.4
|
%
|
|
163,352
|
|
|
13.8
|
%
|
|
113,480
|
|
|
13.7
|
%
|
Pastry
|
48,842
|
|
|
10.1
|
%
|
|
27,618
|
|
|
10.9
|
%
|
|
118,952
|
|
|
10.0
|
%
|
|
92,427
|
|
|
11.1
|
%
|
Cheese and Charcuterie
|
40,403
|
|
|
8.3
|
%
|
|
33,329
|
|
|
13.1
|
%
|
|
97,805
|
|
|
8.2
|
%
|
|
83,996
|
|
|
10.1
|
%
|
Produce
|
35,900
|
|
|
7.4
|
%
|
|
24,172
|
|
|
9.5
|
%
|
|
87,049
|
|
|
7.3
|
%
|
|
60,240
|
|
|
7.3
|
%
|
Dairy and Eggs
|
21,922
|
|
|
4.5
|
%
|
|
6,301
|
|
|
2.5
|
%
|
|
53,405
|
|
|
4.5
|
%
|
|
35,942
|
|
|
4.3
|
%
|
Oils and Vinegars
|
21,855
|
|
|
4.5
|
%
|
|
9,487
|
|
|
3.7
|
%
|
|
48,210
|
|
|
4.1
|
%
|
|
31,082
|
|
|
3.7
|
%
|
Kitchen Supplies
|
10,161
|
|
|
2.2
|
%
|
|
6,058
|
|
|
2.4
|
%
|
|
25,016
|
|
|
2.1
|
%
|
|
17,566
|
|
|
2.2
|
%
|
Total
|
$
|
484,321
|
|
|
100
|
%
|
|
$
|
254,030
|
|
|
100
|
%
|
|
$
|
1,187,506
|
|
|
100
|
%
|
|
$
|
829,957
|
|
|
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 $7,524 and $4,276 for the thirteen weeks ended September 24, 2021 and September 25, 2020, respectively, and $19,599 and $13,702 for the thirty-nine weeks ended September 24, 2021 and September 25, 2020, respectively.
Note 3 – Net Income (Loss) per Share
The following table sets forth the computation of basic and diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
September 25, 2020
|
|
September 24, 2021
|
|
September 25, 2020
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
Basic
|
$
|
0.09
|
|
|
$
|
(0.31)
|
|
|
$
|
(0.36)
|
|
|
$
|
(1.39)
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
(0.31)
|
|
|
$
|
(0.36)
|
|
|
$
|
(1.39)
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
Basic
|
36,875,784
|
|
|
36,283,883
|
|
|
36,701,927
|
|
|
32,868,162
|
|
Diluted
|
37,105,746
|
|
|
36,283,883
|
|
|
36,701,927
|
|
|
32,868,162
|
|
Reconciliation of net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
September 25, 2020
|
|
September 24, 2021
|
|
September 25, 2020
|
Numerator:
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
3,456
|
|
|
$
|
(11,427)
|
|
|
$
|
(13,367)
|
|
|
$
|
(45,846)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
Weighted average basic common shares outstanding
|
36,875,784
|
|
|
36,283,883
|
|
|
36,701,927
|
|
|
32,868,162
|
|
Dilutive effect of stock options and unvested common shares
|
229,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Weighted average diluted common shares outstanding
|
37,105,746
|
|
|
36,283,883
|
|
|
36,701,927
|
|
|
32,868,162
|
|
Potentially dilutive securities that have been excluded from the calculation of diluted net income (loss) per common share because the effect is anti-dilutive are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
September 25, 2020
|
|
September 24, 2021
|
|
September 25, 2020
|
Restricted share awards (“RSAs”)
|
50,412
|
|
|
742,692
|
|
|
297,978
|
|
|
689,907
|
|
Stock options
|
—
|
|
|
115,639
|
|
|
38,102
|
|
|
115,639
|
|
Warrants
|
126,359
|
|
|
—
|
|
|
84,854
|
|
|
—
|
|
Convertible notes
|
4,616,033
|
|
|
3,484,788
|
|
|
4,341,664
|
|
|
3,484,788
|
|
Note 4 – 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 $2,339 and $2,556 as of September 24, 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
|
|
Acquisition value
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,400
|
|
|
3,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83)
|
|
|
(83)
|
|
Changes in fair value
|
|
|
—
|
|
|
39
|
|
|
(511)
|
|
|
(887)
|
|
|
(1,359)
|
|
Balance September 24, 2021
|
|
|
$
|
—
|
|
|
$
|
1,115
|
|
|
$
|
—
|
|
|
$
|
3,599
|
|
|
$
|
4,714
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 24, 2021
|
|
December 25, 2020
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
Convertible Senior Notes
|
$
|
200,000
|
|
|
$
|
199,592
|
|
|
$
|
150,000
|
|
|
$
|
163,204
|
|
Convertible Unsecured Note
|
$
|
4,000
|
|
|
$
|
3,901
|
|
|
$
|
4,000
|
|
|
$
|
4,290
|
|
Note 5 – Acquisitions
During the second quarter of fiscal 2021, the Company completed two acquisitions for an aggregate purchase price of approximately $8,400, consisting of $7,280 paid in cash, subject to customary working capital adjustments, and common stock warrants of $1,120. The Company will also pay additional contingent consideration, if earned, in the form of earn-out amounts which could total $4,230 in aggregate. The Company is in the process of finalizing a valuation of the earn-out liabilities, and tangible and intangible assets as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill for these acquisitions will be amortized over 15 years for tax purposes.
The Company reflected net sales and loss before taxes in its consolidated statement of operations related to the fiscal 2021 acquisitions as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
|
|
September 24, 2021
|
|
|
Net sales
|
$
|
16,052
|
|
|
|
|
$
|
25,090
|
|
|
|
Loss before income taxes
|
$
|
(285)
|
|
|
|
|
$
|
(379)
|
|
|
|
Pro forma financial information for these acquisitions are not presented because the effect of these acquisition are not material to the Company’s results of operations.
The table below sets forth the purchase price allocation of these acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
$
|
4,240
|
|
Customer relationships
|
|
|
2,431
|
|
Trademarks
|
|
|
1,890
|
|
|
|
|
|
Goodwill
|
|
|
5,496
|
|
Fixed assets
|
|
|
707
|
|
|
|
|
|
|
|
|
|
Right-of-use assets
|
|
|
761
|
|
Lease liabilities
|
|
|
(761)
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
(2,964)
|
|
Earn-out liability
|
|
|
(3,400)
|
|
|
|
|
|
Issuance of warrants
|
|
|
(1,120)
|
|
|
|
|
|
Total cash consideration
|
|
|
$
|
7,280
|
|
The Company recognized professional fees of $86 in operating expenses related to acquisitions in the second quarter of fiscal 2021.
Note 6 – Inventories
Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $8,070 and $9,013 at September 24, 2021 and December 25, 2020, respectively.
Note 7 – Equipment, Leasehold Improvements and Software
Equipment, leasehold improvements and software as of September 24, 2021 and December 25, 2020 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Lives
|
|
September 24, 2021
|
|
December 25, 2020
|
Land
|
|
Indefinite
|
|
$
|
5,020
|
|
|
$
|
5,020
|
|
Buildings
|
|
20 years
|
|
15,778
|
|
|
15,685
|
|
Machinery and equipment
|
|
5 - 10 years
|
|
25,969
|
|
|
24,900
|
|
Computers, data processing and other equipment
|
|
3 - 7 years
|
|
14,856
|
|
|
14,207
|
|
Software
|
|
3 - 7 years
|
|
39,834
|
|
|
33,063
|
|
Leasehold improvements
|
|
1 - 40 years
|
|
68,754
|
|
|
68,747
|
|
Furniture and fixtures
|
|
7 years
|
|
3,497
|
|
|
3,412
|
|
Vehicles
|
|
5 - 7 years
|
|
22,619
|
|
|
21,873
|
|
Other
|
|
7 years
|
|
88
|
|
|
88
|
|
Construction-in-process
|
|
|
|
16,837
|
|
|
8,115
|
|
|
|
|
|
213,252
|
|
|
195,110
|
|
Less: accumulated depreciation and amortization
|
|
|
|
(95,109)
|
|
|
(79,662)
|
|
Equipment, leasehold improvements and software, net
|
|
|
|
$
|
118,143
|
|
|
$
|
115,448
|
|
Construction-in-process at September 24, 2021 related primarily to the build-outs of the Company’s Los Angeles and Miami distribution facilities. 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 September 24, 2021 and December 25, 2020 was $12,489 and $14,705, respectively.
The components of depreciation and amortization expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
September 25, 2020
|
|
September 24, 2021
|
|
September 25, 2020
|
Depreciation expense
|
$
|
3,903
|
|
|
$
|
3,792
|
|
|
$
|
11,679
|
|
|
$
|
11,023
|
|
Software amortization
|
$
|
1,707
|
|
|
$
|
1,247
|
|
|
$
|
4,591
|
|
|
$
|
3,691
|
|
|
$
|
5,610
|
|
|
$
|
5,039
|
|
|
$
|
16,270
|
|
|
$
|
14,714
|
|
Note 8 – 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
|
|
|
|
Acquisitions
|
5,496
|
|
Foreign currency translation
|
16
|
|
Carrying amount as of September 24, 2021
|
$
|
220,376
|
|
Other intangible assets as of September 24, 2021 and December 25, 2020 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 24, 2021
|
|
Weighted-Average
Remaining
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
Customer relationships
|
|
122 months
|
|
$
|
144,130
|
|
|
$
|
(62,570)
|
|
|
$
|
81,560
|
|
Non-compete agreements
|
|
29 months
|
|
8,579
|
|
|
(7,952)
|
|
|
627
|
|
Trademarks
|
|
181 months
|
|
45,826
|
|
|
(22,317)
|
|
|
23,509
|
|
Total
|
|
|
|
$
|
198,535
|
|
|
$
|
(92,839)
|
|
|
$
|
105,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 25, 2020
|
|
Weighted-Average
Remaining
Amortization Period
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
Customer relationships
|
|
128 months
|
|
$
|
141,679
|
|
|
$
|
(55,135)
|
|
|
$
|
86,544
|
|
Non-compete agreements
|
|
37 months
|
|
8,579
|
|
|
(7,752)
|
|
|
827
|
|
Trademarks
|
|
209 months
|
|
44,520
|
|
|
(20,174)
|
|
|
24,346
|
|
Total
|
|
|
|
$
|
194,778
|
|
|
$
|
(83,061)
|
|
|
$
|
111,717
|
|
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 $3,135 and $3,391 for the thirteen weeks ended September 24, 2021 and September 25, 2020, respectively, and $9,778 and $10,111 for the thirty-nine weeks ended September 24, 2021 and September 25, 2020, respectively.
During the second quarter of fiscal 2021, the Company committed to a plan to shift its brand strategy to leverage its Allen Brothers brand in its New England region and determined its Cambridge trademark did not fit the Company’s long-term strategic objectives. As a result, the Company recognized a $597 impairment charge to fully write-down the net book value of its Cambridge trademark.
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
|
$
|
3,136
|
|
2022
|
11,765
|
|
2023
|
10,736
|
|
2024
|
9,876
|
|
2025
|
9,459
|
|
Thereafter
|
60,724
|
|
Total
|
$
|
105,696
|
|
Note 9 – Debt Obligations
Debt obligations as of September 24, 2021 and December 25, 2020 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 24, 2021
|
|
December 25, 2020
|
Senior secured term loans
|
|
$
|
169,103
|
|
|
$
|
201,553
|
|
Convertible senior notes
|
|
200,000
|
|
|
150,000
|
|
Asset-based loan facility
|
|
20,000
|
|
|
40,000
|
|
Finance lease and other financing obligations
|
|
14,350
|
|
|
15,798
|
|
Convertible unsecured note
|
|
4,000
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
Deferred finance fees and original issue premium (discount)
|
|
(6,850)
|
|
|
(7,172)
|
|
Total debt obligations
|
|
400,603
|
|
|
404,179
|
|
Less: current installments
|
|
(5,624)
|
|
|
(6,095)
|
|
Total debt obligations excluding current installments
|
|
$
|
394,979
|
|
|
$
|
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 September 24, 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 September 24, 2021 and December 25, 2020 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 24, 2021
|
|
December 25, 2020
|
Principal amount outstanding
|
|
$
|
200,000
|
|
|
$
|
150,000
|
|
Unamortized deferred financing fees and premium
|
|
3,366
|
|
|
4,999
|
|
Net carry value
|
|
$
|
203,366
|
|
|
$
|
154,999
|
|
The components of interest expense on the Company’s Convertible Senior Notes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
September 25, 2020
|
|
September 24, 2021
|
|
September 25, 2020
|
Coupon interest
|
$
|
937
|
|
|
$
|
703
|
|
|
$
|
2,656
|
|
|
$
|
2,109
|
|
Amortization of deferred financing fees and premium
|
$
|
224
|
|
|
$
|
250
|
|
|
$
|
689
|
|
|
$
|
750
|
|
Total interest
|
$
|
1,161
|
|
|
$
|
953
|
|
|
$
|
3,345
|
|
|
$
|
2,859
|
|
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 $250,638 as of September 24, 2021.
As of September 24, 2021, the Company was in compliance with all debt covenants and the Company had reserved $20,541 of the ABL Facility for the issuance of letters of credit. As of September 24, 2021, funds totaling $109,459 were available for borrowing under the ABL Facility. At September 24, 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 1.3%.
Note 10 – Stockholders’ Equity
Warrants
In connection with an acquisition during the second quarter of fiscal 2021, the Company issued warrants with a fair value of $1,120 to purchase up to 150,000 shares of the Company’s common stock at an exercise price of $31.96 per share. These warrants expire on April 22, 2024.
Equity Awards
The following table reflects the activity of RSAs during the thirty-nine weeks ended September 24, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-based
|
|
Performance-based
|
|
Market-based
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 25, 2020
|
|
901,318
|
|
|
$
|
16.14
|
|
|
—
|
|
|
$
|
—
|
|
|
26,952
|
|
|
$
|
30.16
|
|
Granted
|
|
356,956
|
|
|
31.72
|
|
|
199,231
|
|
|
32.00
|
|
|
199,241
|
|
|
31.44
|
|
Vested
|
|
(588,535)
|
|
|
12.09
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(61,306)
|
|
|
27.41
|
|
|
(12,536)
|
|
|
32.00
|
|
|
(14,508)
|
|
|
31.24
|
|
Unvested at September 24, 2021
|
|
608,433
|
|
|
$
|
28.04
|
|
|
186,695
|
|
|
$
|
32.00
|
|
|
211,685
|
|
|
$
|
31.29
|
|
The Company granted 755,428 RSAs to its employees and directors at a weighted average grant date fair value of $31.72 during the thirty-nine weeks ended September 24, 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 $2,710 and $2,075 on its RSAs during the thirteen weeks ended September 24, 2021 and September 25, 2020, respectively, and $8,448 and $4,925 during the thirty-nine weeks ended September 24, 2021 and September 25, 2020, respectively.
At September 24, 2021, the total unrecognized compensation cost for unvested RSAs was $20,830 and the weighted-average remaining period was approximately 2.2 years. Of this total, $12,531 related to RSAs with time-based vesting provisions and $8,299 related to RSAs with performance-based vesting provisions. At September 24, 2021, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.1 years and 2.4 years, respectively.
No share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of September 24, 2021, there were 895,646 shares available for grant under the 2019 Omnibus Equity Incentive Plan.
Note 11 – 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 $124 and $124 during the thirteen weeks ended September 24, 2021 and September 25, 2020, respectively, and $370 and $365 during the thirty-nine weeks ended September 24, 2021 and September 25, 2020, respectively.
Note 12 – Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirty-Nine Weeks Ended
|
|
September 24, 2021
|
|
September 25, 2020
|
Supplemental cash flow disclosures:
|
|
|
|
Cash paid for income taxes, net of cash received
|
$
|
(194)
|
|
|
$
|
308
|
|
Cash paid for interest, net of cash received
|
$
|
10,690
|
|
|
$
|
12,741
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
Operating cash flows from operating leases
|
$
|
18,965
|
|
|
$
|
20,206
|
|
Operating cash flows from finance leases
|
$
|
411
|
|
|
$
|
411
|
|
ROU assets obtained in exchange for lease liabilities:
|
|
|
|
Operating leases
|
$
|
13,308
|
|
|
$
|
5,800
|
|
Finance leases
|
$
|
536
|
|
|
$
|
14,017
|
|
Other non-cash investing and financing activities:
|
|
|
|
Warrants issued for acquisitions
|
$
|
1,120
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent earn-out liabilities for acquisitions
|
$
|
3,400
|
|
|
$
|
3,464
|
|
Note 13 – Coronavirus Aid, Relief, and Economic Security Act
In response to the Pandemic, the Coronavirus Aid, Relief, and Economic Security Act was signed into law on March 27, 2020. Among other provisions it allows for a refundable Employee Retention Tax Credit (“ETRC”) to eligible employers equal to 50% of qualified wages paid to employees from March 12, 2020 to December 31, 2020, capped at $10 per employee. In December 2020, the Consolidated Appropriations Act of 2021 was passed, which expands the ETRC by increasing the credit to 70% of qualified wages paid from January 1, 2021 through June 30, 2021, capped at $10 per employee per quarter. During the second quarter of fiscal 2021, the Company recognized a receivable of $1,418 related to the ETRC which is presented within prepaid expenses and other current assets on the consolidated balance sheet and the related expense reduction is presented within selling, general and administrative expenses on the consolidated statements of operations
Note 14 – Subsequent Events
On October 5, 2021, the Company acquired substantially all of the assets of a specialty center-of-plate producer and distributor in Las Vegas, Nevada. The purchase price was approximately $3,025 paid in cash at closing and is subject to a customary working capital true-up. The Company is required to pay additional contingent consideration, if earned, of up to $5,000 over a four-year period upon successful attainment of certain performance targets.