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.
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 24, 2021 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 22, 2022.
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 22, 2022, 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 COVID-19 pandemic and other factors, the results of operations for the thirteen weeks ended March 25, 2022 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.
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 14 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:
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | March 26, 2021 | | | | |
Center-of-the-Plate | $ | 238,776 | | | 46.6 | % | | $ | 139,845 | | | 49.9 | % | | | | | | | | |
Dry Goods | 78,515 | | | 15.3 | % | | 39,780 | | | 14.2 | % | | | | | | | | |
Pastry | 57,751 | | | 11.3 | % | | 28,798 | | | 10.3 | % | | | | | | | | |
Cheese and Charcuterie | 43,488 | | | 8.5 | % | | 23,099 | | | 8.2 | % | | | | | | | | |
Produce | 27,897 | | | 5.4 | % | | 20,591 | | | 7.3 | % | | | | | | | | |
Dairy and Eggs | 29,420 | | | 5.7 | % | | 12,581 | | | 4.5 | % | | | | | | | | |
Oils and Vinegars | 24,087 | | | 4.7 | % | | 9,474 | | | 3.4 | % | | | | | | | | |
Kitchen Supplies | 12,169 | | | 2.5 | % | | 6,049 | | | 2.2 | % | | | | | | | | |
Total | $ | 512,103 | | | 100 | % | | $ | 280,217 | | | 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 $9,036 and $5,396 for the thirteen weeks ended March 25, 2022 and March 26, 2021, 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:
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | March 26, 2021 | | | | |
Net income (loss) per share: | | | | | | | |
Basic | $ | 0.04 | | | $ | (0.49) | | | | | |
Diluted | $ | 0.04 | | | $ | (0.49) | | | | | |
Weighted average common shares: | | | | | | | |
Basic | 36,935,717 | | | 36,401,748 | | | | | |
Diluted | 37,307,478 | | | 36,401,748 | | | | | |
Reconciliation of net income (loss) per common share:
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | March 26, 2021 | | | | |
Numerator: | | | | | | | |
Net income (loss) | $ | 1,385 | | | $ | (17,921) | | | | | |
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Denominator: | | | | | | | |
Weighted average basic common shares outstanding | 36,935,717 | | | 36,401,748 | | | | | |
Dilutive effect of unvested common shares | 330,415 | | | — | | | | | |
Dilutive effect of stock options and warrants | 41,346 | | | — | | | | | |
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Weighted average diluted common shares outstanding | 37,307,478 | | | 36,401,748 | | | | | |
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:
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | March 26, 2021 | | | | |
Restricted share awards (“RSAs”) | 113,061 | | | 779,968 | | | | | |
Stock options and warrants | 293,407 | | | 115,639 | | | | | |
Convertible notes | 4,616,033 | | | 3,795,570 | | | | | |
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 $3,551 and $3,252 as of March 25, 2022 and December 24, 2021, 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:
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| | | | | Bassian | | Sid Wainer | | Other Acquisitions | | Total |
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Balance December 24, 2021 | | | | | $ | 1,133 | | | $ | — | | | $ | 5,744 | | | $ | 6,877 | |
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Changes in fair value | | | | | 232 | | | — | | | 67 | | | 299 | |
Balance March 25, 2022 | | | | | $ | 1,365 | | | $ | — | | | $ | 5,811 | | | $ | 7,176 | |
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.
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| March 25, 2022 | | December 24, 2021 |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Convertible Senior Notes | $ | 200,000 | | | $ | 208,722 | | | $ | 200,000 | | | $ | 206,182 | |
Convertible Unsecured Note | $ | 4,000 | | | $ | 4,172 | | | $ | 4,000 | | | $ | 4,102 | |
Note 5 – Acquisitions
On December 28, 2021, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of CGC Holdings, Inc. (“Capital Seaboard”), a specialty seafood and produce distributor in Maryland. The purchase price was approximately $29,701 consisting of $28,000 paid in cash at closing, subject to a customary working capital adjustment, and common stock warrants of $1,701. The Company is in the process of finalizing a valuation of tangible and intangible assets of Capital Seaboard as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill for the Capital Seaboard acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty seafood and produce distributor to leverage the Company’s existing products in the markets served by Capital Seaboard, to supply Capital Seaboard’s product offerings to our East Coast markets and any intangible assets that do not qualify for separate recognition.
The Company reflected net sales and income before taxes in its consolidated statement of operations related to the acquisitions as follows:
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | | | | | |
Net sales | $ | 31,682 | | | | | | | |
Income before income taxes | $ | 1,133 | | | | | | | |
The table below presents unaudited pro forma consolidated income statement information of the Company as if the Capital Seaboard acquisition had occurred on December 26, 2020. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisition. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, any incremental costs for Capital Seaboard transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information reflects amortization and depreciation of the Capital Seaboard acquisition at their respective fair values.
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | March 26, 2021 | | | | |
Net sales | $ | 512,103 | | | $ | 306,712 | | | | | |
Income (loss) before income taxes | $ | 1,899 | | | $ | (25,716) | | | | | |
The table below sets forth the preliminary purchase price allocation of this acquisition:
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| | | Capital Seaboard |
Current assets | | | $ | 10,130 | |
Customer relationships | | | 4,500 | |
Trademarks | | | 2,900 | |
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Goodwill | | | 9,129 | |
Fixed assets | | | 9,552 | |
Other assets | | | 122 | |
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Right-of-use assets | | | 16,427 | |
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Lease liabilities | | | (16,427) | |
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Current liabilities | | | (6,632) | |
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Issuance of warrants | | | (1,701) | |
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Total cash consideration | | | $ | 28,000 | |
The Company recognized professional fees of $659 in operating expenses related to acquisition related activities in the first quarter of fiscal 2022.
Note 6 – Inventories
Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $9,273 and $8,312 at March 25, 2022 and December 24, 2021, respectively.
Note 7 – Equipment, Leasehold Improvements and Software
Equipment, leasehold improvements and software as of March 25, 2022 and December 24, 2021 consisted of the following:
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| | Useful Lives | | March 25, 2022 | | December 24, 2021 |
Land | | Indefinite | | $ | 5,542 | | | $ | 5,020 | |
Buildings | | 20 years | | 23,436 | | | 18,406 | |
Machinery and equipment | | 5 - 10 years | | 29,013 | | | 28,099 | |
Computers, data processing and other equipment | | 3 - 7 years | | 15,811 | | | 15,480 | |
Software | | 3 - 7 years | | 39,988 | | | 39,799 | |
Leasehold improvements | | 1 - 40 years | | 77,326 | | | 69,105 | |
Furniture and fixtures | | 7 years | | 3,648 | | | 3,582 | |
Vehicles | | 5 - 10 years | | 29,412 | | | 29,632 | |
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Construction-in-process | | | | 31,461 | | | 24,335 | |
| | | | 255,637 | | | 233,458 | |
Less: accumulated depreciation and amortization | | | | (103,886) | | | (99,836) | |
Equipment, leasehold improvements and software, net | | | | $ | 151,751 | | | $ | 133,622 | |
Construction-in-process at March 25, 2022 and December 24, 2021 related primarily to the build-outs of the Company’s Los Angeles and Miami distribution facilities. The net book value of equipment financed under finance leases at March 25, 2022 and December 24, 2021 was $10,450 and $10,874, respectively.
The components of depreciation and amortization expense were as follows:
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | March 26, 2021 | | | | |
Depreciation expense | $ | 4,415 | | | $ | 3,935 | | | | | |
Software amortization | $ | 1,474 | | | $ | 1,172 | | | | | |
| $ | 5,889 | | | $ | 5,107 | | | | | |
Note 8 – Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill are presented as follows:
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Carrying amount as of December 24, 2021 | $ | 221,775 | |
Goodwill adjustments | 58 | |
Acquisitions | 9,129 | |
Foreign currency translation | 26 | |
Carrying amount as of March 25, 2022 | $ | 230,988 | |
Other intangible assets as of March 25, 2022 and December 24, 2021 consisted of the following:
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March 25, 2022 | | Weighted-Average Remaining Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net Amount |
Customer relationships | | 120 months | | $ | 160,201 | | | $ | (77,180) | | | $ | 83,021 | |
Non-compete agreements | | 23 months | | 8,579 | | | (8,085) | | | 494 | |
Trademarks | | 165 months | | 39,436 | | | (14,119) | | | 25,317 | |
Total | | | | $ | 208,216 | | | $ | (99,384) | | | $ | 108,832 | |
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December 24, 2021 | | Weighted-Average Remaining Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net Amount |
Customer relationships | | 120 months | | $ | 155,678 | | | $ | (74,644) | | | $ | 81,034 | |
Non-compete agreements | | 26 months | | 8,579 | | | (8,018) | | | 561 | |
Trademarks | | 179 months | | 36,514 | | | (13,366) | | | 23,148 | |
Total | | | | $ | 200,771 | | | $ | (96,028) | | | $ | 104,743 | |
Amortization expense for other intangibles was $3,356 and $3,539 for the thirteen weeks ended March 25, 2022 and March 26, 2021, respectively.
Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 30, 2022 and each of the next four fiscal years and thereafter is as follows:
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2022 | $ | 9,523 | |
2023 | 11,841 | |
2024 | 10,980 | |
2025 | 10,561 | |
2026 | 10,561 | |
Thereafter | 55,366 | |
Total | $ | 108,832 | |
Note 9 – Debt Obligations
Debt obligations as of March 25, 2022 and December 24, 2021 consisted of the following:
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| | March 25, 2022 | | December 24, 2021 |
Senior secured term loans | | $ | 168,247 | | | $ | 168,675 | |
Convertible senior notes | | 200,000 | | | 200,000 | |
Asset-based loan facility | | 20,000 | | | 20,000 | |
Finance lease and other financing obligations | | 10,875 | | | 11,602 | |
Convertible unsecured note | | 4,000 | | | 4,000 | |
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Deferred finance fees and original issue premium (discount) | | (4,586) | | | (4,976) | |
Total debt obligations | | 398,536 | | | 399,301 | |
Less: current installments | | (4,971) | | | (5,141) | |
Total debt obligations excluding current installments | | $ | 393,565 | | | $ | 394,160 | |
On March 11, 2022, the Company entered into a third amendment to its asset-based loan facility (“ABL Facility”) which increased the aggregate commitments from $150,000 to $200,000. The interest rate charged on borrowings under the ABL Facility is equal to a spread plus, at the Company’s option, either the Base Rate (as defined in the ABL Credit Agreement) or a forward-looking term rate based on the secured overnight financing rate term (except for swingline loans) for one-, three-, or six-month interest periods chosen by the Company. The ABL Facility matures on March 11, 2027 subject to a springing maturity date of March 24, 2025 should the Company’s term loan not have been been extended to at least March 11, 2027 or March 24, 2024 if the Company’s 1.875% Convertible Senior Notes due 2024 in an aggregate principal amount in excess of $40,000 remain outstanding having a maturity date not earlier than six months after March 11, 2027.
The ABL Credit Agreement contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. The Company is required to comply with a minimum consolidated fixed charge coverage ratio of 1:1 if the amount of availability under the ABL Facility falls below $14,000 or 10% of the lesser of the aggregate commitments and the borrowing base then in effect.
The Company incurred transaction costs of $406 which were capitalized as deferred financing fees, presented in other assets on the Company’s consolidated balance sheets, to be amortized over the term of the ABL Facility.
The net carry value of the Company’s Convertible Senior Notes as of March 25, 2022 and December 24, 2021 was:
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| | March 25, 2022 | | December 24, 2021 |
Principal amount outstanding | | $ | 200,000 | | | $ | 200,000 | |
Unamortized deferred financing fees and premium | | (2,462) | | | (2,686) | |
Net carry value | | $ | 197,538 | | | $ | 197,314 | |
The components of interest expense on the Company’s Convertible Senior Notes were as follows:
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| Thirteen Weeks Ended | | |
| March 25, 2022 | | March 26, 2021 | | | | |
Coupon interest | $ | 938 | | | $ | 781 | | | | | |
Amortization of deferred financing fees and premium | $ | 224 | | | $ | 241 | | | | | |
Total interest | $ | 1,162 | | | $ | 1,022 | | | | | |
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 $210,831 as of March 25, 2022.
As of March 25, 2022, the Company had reserved $20,541 of the ABL Facility for the issuance of letters of credit. As of March 25, 2022, funds totaling $126,240 were available for borrowing under the ABL Facility. At March 25, 2022, the interest rate charged on the Company’s senior secured term loan was approximately 5.7% and the interest rate charged on the Company’s ABL Facility was approximately 1.8%.
Note 10 – Stockholders’ Equity
Equity Awards
The following table reflects the activity of RSAs during the thirteen weeks ended March 25, 2022:
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| | 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 |
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Unvested at December 24, 2021 | | 617,996 | | | $ | 28.33 | | | 187,437 | | | $ | 32.04 | | | 185,129 | | | $ | 31.44 | |
Granted | | 115,695 | | | 32.44 | | | 167,261 | | | 32.44 | | | 167,261 | | | 29.12 | |
Vested | | (240,112) | | | 27.50 | | | — | | | — | | | — | | | — | |
Forfeited | | (7,615) | | | 27.32 | | | (4,743) | | | 32.13 | | | (4,744) | | | 30.85 | |
Unvested at March 25, 2022 | | 485,964 | | | $ | 29.73 | | | 349,955 | | | $ | 32.23 | | | 347,646 | | | $ | 30.33 | |
The Company granted 450,217 RSAs to its employees at a weighted average grant date fair value of $31.21 during the thirteen weeks ended March 25, 2022. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up to four years. The Company recognized expense totaling $3,043 and $2,458 on its RSAs during the thirteen weeks ended March 25, 2022 and March 26, 2021, respectively.
At March 25, 2022, the total unrecognized compensation cost for unvested RSAs was $26,685 and the weighted-average remaining period was approximately 2.4 years. Of this total, $12,445 related to RSAs with time-based vesting provisions and $14,240 related to RSAs with performance- and market-based vesting provisions. At March 25, 2022, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.4 years and 2.5 years, respectively.
No share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of March 25, 2022, there were 449,957 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 Chief Operating Officer, and are deemed to be affiliates of these individuals. Expense related to this facility totaled $123 during the thirteen weeks ended March 25, 2022 and March 26, 2021.
Note 12 – Supplemental Disclosures of Cash Flow Information
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| Thirteen Weeks Ended |
| March 25, 2022 | | March 26, 2021 |
Supplemental cash flow disclosures: | | | |
Cash received for income taxes | $ | (282) | | | $ | (237) | |
Cash paid for interest, net of cash received | $ | 3,011 | | | $ | 2,929 | |
Cash paid for amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | $ | 6,766 | | | $ | 6,369 | |
Operating cash flows from finance leases | $ | 1,028 | | | $ | 145 | |
ROU assets obtained in exchange for lease liabilities: | | | |
Operating leases | $ | 8,589 | | | $ | 14 | |
Finance leases | $ | — | | | $ | 162 | |
Other non-cash investing and financing activities: | | | |
Warrants issued for acquisitions | $ | 1,701 | | | $ | — | |
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