0001517175-22-000002 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Current assets:
Cash and cash equivalents	$ 115,155	$ 193,281
Accounts receivable, net of allowance of $20,260 in 2021 and $24,027 in 2020	172,540	96,383
Inventories, net	144,491	82,519
Prepaid expenses and other current assets	37,774	33,479
Total current assets	469,960	405,662
Equipment, leasehold improvements and software, net	133,622	115,448
Operating lease right-of-use assets	130,701	115,224
Goodwill	221,775	214,864
Intangible assets, net	104,743	111,717
Deferred taxes, net	9,380	7,535
Other assets	3,614	3,875
Total assets	1,073,795	974,325
Current liabilities:
Accounts payable	118,284	57,515
Accrued liabilities	35,390	27,924
Short-term operating lease liabilities	15,882	17,167
Accrued compensation	22,321	9,401
Current portion of long-term debt	5,141	6,095
Total current liabilities	197,018	118,102
Long-term debt, net of current portion	394,160	398,084
Operating lease liabilities	127,296	109,133
Other liabilities and deferred credits	5,110	4,416
Total liabilities	723,584	629,735
Commitments and contingencies
Stockholders’ equity:
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 24, 2021 and December 25, 2020, respectively	0	0
Common Stock, - $0.01 par value, 100,000,000 shares authorized, 37,887,675 and 37,274,768 shares issued and outstanding at December 24, 2021 and December 25, 2020, respectively	380	373
Additional paid in capital	314,242	303,734
Accumulated other comprehensive loss	(2,022)	(2,051)
Retained earnings	37,611	42,534
Total stockholders’ equity	350,211	344,590
Total liabilities and stockholders’ equity	$ 1,073,795	$ 974,325

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Current assets:
Allowance for accounts receivable	$ (20,260)	$ (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)	37,887,675	37,274,768
Common Stock, outstanding (in shares)	37,887,675	37,274,768

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Income Statement [Abstract]
Net sales	$ 1,745,757	$ 1,111,631	$ 1,591,834
Cost of sales	1,355,272	863,480	1,205,266
Gross profit	390,485	248,151	386,568
Selling, general and administrative expenses	379,252	336,394	329,542
Other operating expenses, net	422	14,417	6,359
Operating income (loss)	10,811	(102,660)	50,667
Interest expense	17,587	20,946	18,264
(Loss) income before income taxes	(6,776)	(123,606)	32,403
Provision for income tax (benefit) expense	(1,853)	(40,703)	8,210
Net (loss) income	(4,923)	(82,903)	24,193
Other comprehensive income (loss):
Foreign currency translation adjustments	29	(3)	173
Comprehensive (loss) income	$ (4,894)	$ (82,906)	$ 24,366
Net (loss) income per share:
Basic (in dollars per share)	$ (0.13)	$ (2.46)	$ 0.82
Diluted (in dollars per share)	$ (0.13)	$ (2.46)	$ 0.81
Weighted average common shares outstanding:
Basic (in shares)	36,744,304	33,716,157	29,532,342
Diluted (in shares)	36,744,304	33,716,157	30,073,338

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment
Balance, beginning (in shares) at Dec. 28, 2018			29,968,483
Balance, beginning at Dec. 28, 2018	$ 308,676	$ (2,027)	$ 300	$ 207,326	$ (2,221)	$ 103,271	$ (2,027)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	24,193					24,193
Stock compensation (in shares)			329,338
Stock compensation	4,399		$ 3	4,396
Option exercises (in shares)			76,169
Option exercises	1,541		$ 1	1,540
Cumulative translation adjustment	173				173
Shares surrendered to pay withholding taxes (in shares)			(32,049)
Shares surrendered to pay withholding taxes	(1,022)			(1,022)
Balance, ending (in shares) at Dec. 27, 2019			30,341,941
Balance, ending at Dec. 27, 2019	335,933		$ 304	212,240	(2,048)	125,437
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(82,903)					(82,903)
Stock compensation (in shares)			500,100
Stock compensation	9,292		$ 5	9,287
Public offering (in shares)			6,634,615
Public offering	85,941		$ 66	85,875
Cumulative translation adjustment	(3)				(3)
Shares surrendered to pay withholding taxes (in shares)			(201,888)
Shares surrendered to pay withholding taxes	$ (3,670)		$ (2)	(3,668)
Balance, ending (in shares) at Dec. 25, 2020	37,274,768		37,274,768
Balance, ending at Dec. 25, 2020	$ 344,590		$ 373	303,734	(2,051)	42,534
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(4,923)					(4,923)
Stock compensation (in shares)			679,330
Stock compensation	11,479		$ 7	11,472
Warrants issued for acquisition	1,120			1,120
Cumulative translation adjustment	29				29
Shares surrendered to pay withholding taxes (in shares)			(66,423)
Shares surrendered to pay withholding taxes	$ (2,084)			(2,084)
Balance, ending (in shares) at Dec. 24, 2021	37,887,675		37,887,675
Balance, ending at Dec. 24, 2021	$ 350,211		$ 380	$ 314,242	$ (2,022)	$ 37,611

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Cash flows from operating activities:
Net (loss) income	$ (4,923)	$ (82,903)	$ 24,193
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Software amortization	21,998	19,774	13,328
Amortization of intangible assets	12,967	13,502	12,663
Provision for allowance for doubtful accounts	(422)	21,372	4,981
Non-cash operating lease expense	1,402	689	2,043
(Benefit) provision for deferred income taxes	(1,845)	(18,418)	2,063
Amortization of deferred financing fees	2,299	3,426	2,168
Stock compensation	11,479	9,292	4,399
Change in fair value of contingent earn-out liabilities	(1,296)	(11,479)	5,879
Intangible asset impairment	597	24,200	0
Loss on asset disposal	193	151	101
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(70,777)	77,590	(13,213)
Inventories	(60,799)	49,050	(9,439)
Prepaid expenses and other current assets	(2,183)	(18,240)	(1,813)
Accounts payable, accrued liabilities and accrued compensation	71,519	(46,442)	3,775
Other assets and liabilities	(108)	1,317	(6,121)
Net cash (used in) provided by operating activities	(19,899)	42,881	45,007
Cash flows from investing activities:
Capital expenditures	(38,801)	(7,036)	(16,077)
Cash paid for acquisitions	(10,190)	(60,932)	(28,077)
Net cash used in investing activities	(48,991)	(67,968)	(44,154)
Cash flows from financing activities:
Payment of debt, finance lease and other financing obligations	(37,610)	(40,432)	(1,894)
Proceeds from the issuance of common stock, net of issuance costs	0	85,941	0
Proceeds from debt issuance	51,750	0	150,000
Payment of deferred financing fees	(1,450)	(856)	(5,082)
Proceeds from exercise of stock options	0	0	1,541
Surrender of shares to pay withholding taxes	(1,829)	(3,670)	(1,022)
Cash paid for contingent earn-out liabilities	(83)	(2,927)	(2,412)
Borrowings under asset based loan facility	0	100,000	0
Payments under asset based loan facility	(20,000)	(60,000)	(44,184)
Net cash (used in ) provided by financing activities	(9,222)	78,056	96,947
Effect of foreign currency on cash and cash equivalents	(14)	79	23
Net change in cash and cash equivalents	(78,126)	53,048	97,823
Cash and cash equivalents at beginning of year	193,281	140,233	42,410
Cash and cash equivalents at end of year	$ 115,155	$ 193,281	$ 140,233

Operations and Basis of Presentation	12 Months Ended
Operations and Basis of Presentation	Dec. 24, 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, food product distribution, which is concentrated 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 and specialty food stores. The COVID-19 Pandemic The COVID-19 pandemic (the “Pandemic”), has had and continues to have an adverse impact on numerous aspects of the Company’s business and those of its customers including, but not limited to, demand for the Company’s products, cost inflation and labor shortages. 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 or transmissibility of the disease, new variants, government responses, trends in infection rates, development and distribution of effective medical treatments and vaccines, 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. 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. Guidance Not Yet Adopted There is no recent accounting guidance not yet adopted that is expected to have a material impact on the Company’s financial statements when adopted. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires it to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Estimates are used in determining, among other items, the allowance for doubtful accounts, inventory valuation adjustments, self-insurance reserves for group medical insurance, workers’ compensation insurance and automobile liability insurance, future cash flows associated with impairment testing for intangible assets (including goodwill) and long-lived assets, useful lives for intangible assets, stock-based compensation, contingent earn-out liabilities and tax reserves. Actual results could differ from estimates.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 24, 2021

Accounting Policies [Abstract]

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:


	Fiscal Year Ended
	December 24, 2021				December 25, 2020				December 27, 2019
Center-of-the-Plate	$	877,060	50.2	%	$	533,813	48.0	%	$	711,980	44.7	%
Dry Goods	238,758		13.7	%	150,631		13.6	%	260,976		16.4	%
Pastry	178,352		10.2	%	135,913		12.2	%	221,041		13.9	%
Cheeses and Charcuterie	143,048		8.2	%	107,915		9.7	%	158,834		10.0	%
Produce	120,759		6.9	%	80,920		7.3	%	17,955		1.1	%
Dairy and Eggs	79,512		4.6	%	38,172		3.4	%	110,740		7.0	%
Oils and Vinegars	71,369		4.1	%	40,389		3.6	%	80,155		5.0	%
Kitchen Supplies	36,899		2.1	%	23,878		2.2	%	30,153		1.9	%
Total	$	1,745,757	100	%	$	1,111,631	100	%	$	1,591,834	100	%

The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information.

Deferred Revenue

Certain customer arrangements in the Company’s direct-to-consumer business, prepaid gift plans and gift card purchases, result in deferred revenues when cash payments are received in advance of performance. The Company recognizes revenue on its prepaid gift plans when control of each product is transferred to the customer. Performance obligations under the Company’s prepaid gift plans are satisfied within a period of twelve months or less. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage. Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns. Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote. The Company recorded deferred revenues, reflected as accrued liabilities on the Company’s consolidated balance sheets, of $2,294 and $2,558 as of December 24, 2021 and December 25, 2020, respectively.

Right of Return

The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods. The Company recorded a refund liability of $389 and $174 as of December 24, 2021 and December 25, 2020, respectively. Refund liabilities are reflected as accrued liabilities on the Company’s consolidated balance sheets. The Company recognized a

corresponding asset of $238 and $107 as of December 24, 2021 and December 25, 2020, respectively, for its right to recover products from customers on settling its refund liabilities. This asset is reflected as inventories, net on the Company’s consolidated balance sheets.

Contract Costs

Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within selling, general and administrative expenses on the Company’s consolidated statements of operations.

Cost of Sales

The Company records cost of sales based upon the net purchase price paid for a product, including applicable freight charges incurred to deliver the product to the Company’s warehouse, and 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 $28,374, $18,682 and $19,785 for fiscal 2021, 2020 and 2019, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include facilities costs, product shipping and handling costs, warehouse costs, and other selling, general and administrative costs. Shipping and handling costs included in selling, general and administrative expenses were $98,697, $78,152 and $85,620 for fiscal 2021, 2020 and 2019, respectively.

Other Operating Expenses

Other operating expenses includes expenses primarily related to changes in the fair value of the Company’s earn-out liabilities, gains and losses on asset disposals, asset impairments and certain third-party deal costs incurred in connection with business acquisitions or financing arrangements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of less than three months to be cash equivalents. The Company periodically maintains balances at financial institutions which may exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Accounts Receivable

Accounts receivable consist of trade receivables from customers and are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined based upon a number of specific criteria, such as whether a customer has filed for or been placed into bankruptcy, has had accounts referred to outside parties for collections or has had accounts significantly past due. The allowance also covers short paid invoices the Company deems to be uncollectable as well as a portion of trade accounts receivable balances projected to become uncollectable based upon historic patterns and macro-economic factors in existence as of the balance sheet date that may impact the food-away-from-home industry and/or its customers, and specifically, beginning in the first quarter of fiscal 2020, the impact of the Pandemic.

Inventories

Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or market. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. The Company adjusts inventory balances for excess and obsolete inventories to approximate their net realizable value.

Vendor Rebates and Other Promotional Incentives

The Company receives consideration and product purchase credits from certain vendors that the Company accounts for as a reduction of cost of sales. There are several types of cash consideration received from vendors. The purchase incentive is primarily in the form of a specified amount per pound or per case, or an amount for year-over-year growth. For the fiscal years

ended December 24, 2021, December 25, 2020 and December 27, 2019, the recorded purchase incentives totaled approximately $20,296, $12,678 and $21,769, respectively.

Concentrations of Credit Risks

Financial instruments that subject the Company to concentrations of credit risk consist of cash, temporary cash investments and trade receivables. The Company’s policy is to deposit its cash and temporary cash investments with major financial institutions. The Company distributes its food and related products to a customer base that consists primarily of leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. However, the Company, in certain instances, has obtained personal guarantees from certain customers. There is no significant balance with any individual customer.

Equipment and Leasehold Improvements

Equipment and leasehold improvements are recorded at cost and are depreciated on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Equipment and leasehold improvements are reviewed for impairment in accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets” which only requires testing whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If the net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), an additional step is performed that determines the fair value of the asset and the Company records an impairment, if any. The adverse impact to the Company’s customer base and market capitalization at the onset of the Pandemic were considered triggering events during the first quarter of fiscal 2020, and accordingly, the Company performed a long-lived asset recoverability test as of March 27, 2020 the results of which indicated no impairment. The Company has not recorded any impairment of equipment and leasehold improvements in fiscal 2021, 2020 or 2019.

Leases

The Company leases various distribution centers, office facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception. An arrangement is or contains a lease if the agreement identifies an asset, implicitly or explicitly, that the Company has the right to use over a period of time. If an arrangement contains a lease, the Company classifies the lease as either an operating lease or as a finance lease based on the five criteria defined in ASC 842.

Lease liabilities are recognized at commencement date based on the present value of the remaining lease payments over the lease term. The corresponding right-of-use (“ROU”) asset is recognized for the same amount as the lease liability adjusted for any payments made at or before the commencement date, any lease incentives received, and any initial direct costs. The Company’s lease agreements may include options to renew, extend or terminate the lease. These clauses are included in the initial measurement of the lease liability when at lease commencement the Company is reasonably certain that it will exercise such options. The discount rate used is based on the Company’s incremental borrowing rate since the implicit rate in the Company’s leases is not readily determinable.

Operating lease expense is recognized on a straight-line basis over the lease term and presented within selling, general and administrative expenses on the Company’s consolidated statements of operations. Finance lease ROU assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term. Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented within interest expense on the Company’s consolidated statements of operations. Variable rent payments related to both operating and finance leases are expensed as incurred. The Company’s variable lease payments primarily consist of real estate taxes, maintenance and usage charges. The Company made an accounting policy election to combine lease and non-lease components (maintenance, taxes and insurance) when measuring lease liabilities for vehicle and equipment leases.

The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term.

Software Costs

The Company capitalizes certain computer software licenses and software implementation costs that are included in software costs in its consolidated balance sheets. These costs were incurred in connection with developing or obtaining computer software for internal use if it has a useful life in excess of one year, in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software.” Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task that it previously did not perform. Internal use software is amortized on a straight-line basis over a three to seven year period. Capitalized costs include direct acquisitions as well as software and software development acquired under capitalized leases and internal labor where appropriate. Capitalized software purchases and related development costs, net of accumulated amortization, were $14,780 at December 24, 2021 and $14,087 at December 25, 2020.

Convertible Debt

The Company evaluates debt instruments with embedded conversion features in accordance with ASC 815 “Derivatives and Hedging” and ASC 470 “Debt” both of which provide several criteria that determine whether a conversion feature must be bifurcated from its debt host and accounted as a separate financial instrument. An entity is not required to bifurcate if the conversion feature is indexed to its own stock, meets all equity classification criteria and does not contain a beneficial conversion feature. The Company determined that bifurcation of its convertible debt instruments was not required and recognized the principal amount of these instruments as debt in its consolidated balance sheets.

Debt Issuance Costs

Certain up-front costs associated with the Company’s asset based loan facility are capitalized and included in other non-current assets in the Company’s consolidated balance sheets. The Company had $460 and $826 of such unamortized costs as of December 24, 2021 and December 25, 2020, respectively. Costs associated with the issuance of other debt instruments are capitalized and presented as a direct deduction from the carrying amount of the underlying debt liability. The Company had $4,976 and $7,172 of such unamortized costs as of December 24, 2021 and December 25, 2020, respectively. These costs are amortized over the terms of the related debt instruments by the effective interest rate method. Amortization of debt issuance costs was $2,299 for the fiscal year ended December 24, 2021, $3,426 for the fiscal year ended December 25, 2020 and $2,168 for the fiscal year ended December 27, 2019.

Business Combinations

The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred and presented in operating expenses in the Company’s consolidated results of operations. Results of operations are included in the Company’s financial statements from the date of acquisition.

Intangible Assets

The intangible assets recorded by the Company consist of customer relationships, covenants not to compete and trademarks which are amortized over their useful lives on a schedule that approximates the pattern in which economic benefits of the intangible assets are consumed. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow model. The adverse impact to the Company’s customer base and market capitalization at the onset of the Pandemic were considered triggering events during the first quarter of fiscal 2020, and accordingly, the Company performed a long-lived asset recoverability test as of March 27, 2020 the results of which indicated no impairment.

During the second quarter of fiscal 2021, the Company recorded a $597 impairment charge, $433 net of tax, to fully write-down the net book value of its Cambridge trademark. During the fourth quarter of fiscal 2020, the Company recorded a $24,200 impairment charge, $17,545 net of tax, to write-down the value of its Del Monte and Bassian Farms trademarks. These

impairment charges are presented within other operating expenses on the consolidated statements of operations. See Note 8 for more information.

There have been no other events or changes in circumstances during fiscal 2021, 2020 or 2019, indicating that the carrying value of the Company’s finite-lived intangible assets are not recoverable.

Goodwill

Goodwill is the excess of the acquisition cost of businesses over the fair value of identifiable net assets acquired in accordance with ASC 350, “Intangibles-Goodwill and Other.” The Company’s business consists of three operating segments: East Coast, Midwest and West Coast and these operating segments represent our reporting units. The Company evaluates the recoverability of goodwill at each of its reporting units annually in the fourth quarter, or more frequently when circumstances indicate an impairment may have occurred. A goodwill impairment loss, if any, would be recognized for the amount by which a reporting unit’s carrying value exceeded its fair value. The Company has the option to evaluate goodwill impairment using a qualitative or quantitative analysis.

The adverse impact to the Company’s customer base and market capitalization at the onset of the Pandemic were considered triggering events during the first quarter of fiscal 2020, and accordingly, the Company performed an interim goodwill impairment test as of March 27, 2020, the results of which indicated no impairment.

For its annual goodwill impairment test performed during the fourth quarter of fiscal 2020, the Company tested goodwill for impairment using a quantitative analysis. The Company estimated the fair value of its reporting units using an income approach and determined the fair value of its reporting units substantially exceeded their respective carry values. The Company’s income approach incorporates the use of a discounted cash flow methodology that involves many management assumptions that are based upon future growth projections which include estimates for the duration of the Pandemic’s impact on the Company’s customers. Assumptions include estimates of future revenue based upon budget projections and growth rates. The Company develops estimates of future levels of gross and operating profits and projected capital expenditures. This methodology includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The Company also performed a reconciliation of its market capitalization and the estimate of the aggregate fair value of its reporting units, including consideration of a control premium.

For the fiscal years ended December 24, 2021 and December 27, 2019, the Company assessed the recoverability of goodwill using a qualitative analysis and determined that it is more likely than not that the fair value of its reporting units exceeded their respective carry values. The qualitative analysis considered various factors including macroeconomic conditions, market conditions, industry trends, cost factors and financial performance, among others.

There have been no events or changes in circumstances, other than the onset of the Pandemic, during fiscal 2021, 2020 or 2019, indicating that goodwill may be impaired.

Employee Benefit Programs

The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). The Company recognized expense related to the 401(k) Plan totaling $683, $720 and $1,268, respectively, for fiscal 2021, 2020 and 2019.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The Company estimates its ability to recover deferred tax assets within the jurisdiction from which they arise. This evaluation considers several factors, including results of recent operations, future taxable income, scheduled reversal of deferred tax liabilities, and tax planning strategies. As of December 24, 2021 and December 25, 2020, the Company had valuation allowances of $2,046 and $2,261, respectively, relating to certain net operating losses that may not be realizable in the future based on taxable income forecasts and certain state net operating loss limitations.

The Company follows certain provisions of ASC 740, “Income Taxes” which established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a

tax position is required to meet before being recognized in the financial statements. The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the tax authorities. The Company records uncertain tax positions when it is estimable and probable that such liabilities have been incurred. The Company, when required, will accrue interest and penalties related to income tax matters in income tax expense. The Company releases disproportionate tax effects from accumulated other comprehensive income as individual items are liquidated.

Commitments and Contingencies

The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and can be reasonably estimated.

Contingent Earn-out Liabilities

The Company accounts for contingent consideration relating to business combinations as a liability and an increase to goodwill at the date of the acquisition and continually remeasures the liability at each balance sheet date by recording changes in the fair value through the consolidated statements of operations. The Company determines the fair value of contingent consideration based on future operating projections under various potential scenarios, including the use of Monte Carlo simulations, and weighs the probability of these outcomes. The ultimate settlement of contingent earn-out liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations.

Stock-Based Compensation

The Company measures stock-based compensation at the grant date based on the fair value of the award. Restricted stock awards (“RSAs”) and performance share units are valued based on the fair value of the stock on the grant date. The related compensation expense is recognized over the service period on a straight-line basis and reduced by forfeitures when they occur. Compensation expense on performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of stock options and RSAs with market conditions is determined based on a Monte Carlo simulation in order to simulate a range of possible future stock prices for the Company’s common stock. For awards subject to graded vesting, the Company ensures that the compensation expense recognized is at least equal to the vested portion of the award.

Self-Insurance Reserves

The Company maintains a self-insured group medical program. The program contains individual stop loss thresholds of $300 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

The Company maintains an insurance program for its automobile liability and workers’ compensation insurance subject to deductibles or self-insured retentions of $500 per occurrence. The amounts in excess of the deductibles are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

Assets and Liabilities Measured at Fair Value

The Company accounts for certain assets and liabilities at fair value. The Company categorizes each of its fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety:

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets.

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities include the following:

a)quoted prices for similar assets in active markets;

b)quoted prices for identical or similar assets in inactive markets;

c)inputs other than quoted prices that are observable for the asset; and

d)inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset.

Level 3 - Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.

Net (Loss) Income per Share

12 Months Ended

Dec. 24, 2021

Earnings Per Share [Abstract]

Net (Loss) Income per Share

The following table sets forth the computation of basic and diluted earnings per share:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Net (loss) income per share:
Basic	$	(0.13)	$	(2.46)	$	0.82
Diluted	$	(0.13)	$	(2.46)	$	0.81
Weighted average common shares:
Basic	36,744,304		33,716,157		29,532,342
Diluted	36,744,304		33,716,157		30,073,338

Reconciliation of net (loss) income per common share:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Numerator:
Net (loss) income	$	(4,923)	$	(82,903)	$	24,193
Add effect of dilutive securities:
Interest on convertible notes, net of tax	—		—		207
Adjusted net (loss) income	$	(4,923)	$	(82,903)	$	24,400
Denominator:
Weighted average basic common shares outstanding	36,744,304		33,716,157		29,532,342
Dilutive effect of unvested common shares	—		—		144,311
Dilutive effect of stock options and warrants	—		—		66,739
Dilutive effect of convertible notes	—		—		329,946
Weighted average diluted common shares outstanding	36,744,304		33,716,157		30,073,338

Potentially dilutive securities that have been excluded from the calculation of diluted net (loss) income per common share because the effect is anti-dilutive are as follows:


	Fiscal Year Ended
	December 24, 2021	December 25, 2020	December 27, 2019
Restricted share awards	306,084	505,568	132,861
Stock options and warrants	139,198	115,639	—
Convertible notes	4,410,639	3,484,788	76,384

Fair Value Measurements

12 Months Ended

Dec. 24, 2021

Fair Value Disclosures [Abstract]

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. 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. The Pandemic’s impact on the Company’s revenue growth and profitability resulted in a significant reduction in the fair value of its contingent earn-out liabilities. Changes in the fair value of contingent earn-out liabilities are reflected in other operating expenses on the Company’s 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	—		—		—		5,500		5,500

Cash payments	—		—		—		(83)		(83)
Changes in fair value	—		57		(511)		(842)		(1,296)
Balance December 24, 2021	$	—	$	1,133	$	—	$	5,744	$	6,877

The long-term portion of contingent earn-out liabilities was $3,252 and $2,556 as of December 24, 2021 and December 25, 2020, respectively, and are reflected as other liabilities and deferred credits on the Company’s consolidated balance sheets. The remaining short-term portion of earn-out liabilities are reflected as accrued liabilities on the Company’s consolidated balance sheets. Contingent earn-out liability payments in excess of the acquisition date fair value of the underlying contingent earn-out liability are classified as operating activities on the Company’s consolidated statements of cash flows and all other such payments are classified as financing activities.

Fair Value of Financial Instruments

The carrying amounts reported in the Company’s consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to the immediate to short-term nature of these financial instruments. The fair values of the asset based loan facility and term loan approximated their book values as of December 24, 2021 and December 25, 2020 as these instruments had variable interest rates that reflected current market rates available to the Company.

The following table presents the carrying value and fair value of the Company’s convertible notes (more fully described in Note 9). In estimating the fair value of its 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 options. 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 estimates.


	December 24, 2021				December 25, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Senior Notes	$	200,000	$	206,182	$	150,000	$	163,204
Convertible Unsecured Note	$	4,000	$	4,102	$	4,000	$	4,290

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Acquisitions

12 Months Ended

Dec. 24, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

During fiscal 2021, the Company completed three acquisitions for an aggregate purchase price of approximately $11,310, consisting of $10,190 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 $9,750 in aggregate. The Company is in the process of finalizing valuations of tangible and intangible assets as of the

acquisition dates. 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:


	Fiscal Year Ended
		December 24, 2021
Net sales		$	49,485
Loss before income taxes		$	(44)

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.

Sid Wainer

On January 27, 2020, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets, including certain real-estate assets, of Sid Wainer & Son (“Sid Wainer”), a specialty food and produce distributor in New England. The final purchase price was approximately $44,081, consisting of $46,450 paid in cash at closing, partially offset by a $2,369 net working capital true-up. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $4,000 over a two-year period. The payment of the earn-out liability is subject to the successful achievement of certain gross profit targets.

Trademarks were valued at fair value using Level 3 inputs and are being amortized over 15 years. Goodwill for the Sid Wainer acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty food and produce distributor to leverage the Company’s existing products in the markets served by Sid Wainer, to supply Sid Wainer’s produce offerings to the Company’s metro New York market and any intangible assets that do not qualify for separate recognition.

Bassian

On February 25, 2019, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Bassian Farms, Inc. and certain affiliated entities (“Bassian”), a specialty center-of-the-plate distributor based in northern California. The aggregate purchase price for the transaction was approximately $31,777, including $27,990 paid in cash at closing and the issuance of a $4,000 unsecured convertible note, partially offset by the settlement of a net working capital true-up. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $9,000 over a four-year period. The payment of the contingent earn-out liability is subject to the successful achievement of certain gross profit targets.

Customer relationships, non-compete agreements and trademarks are valued at fair value using Level 3 inputs and are being amortized over 15, 5 and 10 years, respectively. Goodwill for the Bassian acquisition is being amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established center-of-the-plate distributor to grow the Company's center-of-the-plate product category in the West Coast region, as well as any intangible assets that do not qualify for separate recognition.

The table below sets forth the purchase price allocation of these and other acquisitions:


	Sid Wainer		Bassian		Other Acquisitions
Current assets	$	22,960	$	6,657	$	14,244
Customer relationships	—		15,530		11,067
Trademarks	3,500		4,610		2,812
Non-compete agreements	—		1,000		—
Goodwill	11,571		13,065		13,636
Fixed assets	19,425		856		1,433
Other assets	—		10		—

Right-of-use assets	8,259		—		2,787
Lease liabilities	(8,259)		—		(2,787)


Current liabilities	(11,294)		(2,501)		(6,449)
Earn-out liability	(2,081)		(7,450)		(7,783)
Other long-term liabilities	—		—		(499)
Issuance of warrants	—		—		(1,120)

Total consideration	$	44,081	$	31,777	$	27,341

The Company recognized professional fees of $450, $435 and $235 in other operating expenses related to acquisition activities in fiscal 2021, 2020 and 2019, respectively. During the years ended December 24, 2021, December 25, 2020, and December 27, 2019, the Company also paid approximately $10,190, $16,851, and $300 respectively, on other strategic acquisitions.

Inventories	12 Months Ended
Inventories	Dec. 24, 2021
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consist primarily of finished product. Our entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. Inventory is reflected net of adjustments for shrinkage, excess and obsolescence totaling $8,312 and $9,013 at December 24, 2021 and December 25, 2020, respectively.

Equipment, Leasehold Improvements and Software

12 Months Ended

Dec. 24, 2021

Property, Plant and Equipment [Abstract]

Equipment, Leasehold Improvements and Software

Equipment, leasehold improvements and software as of December 24, 2021 and December 25, 2020 consisted of the following:



	Useful Lives	December 24, 2021		December 25, 2020
Land	Indefinite	$	5,020	$	5,020
Buildings	20 years	18,406		15,685
Machinery and equipment	5 - 10 years	28,099		24,900
Computers, data processing and other equipment	3 - 7 years	15,480		14,207
Software	3 - 7 years	39,799		33,063
Leasehold improvements	1- 40 years	69,105		68,747
Furniture and fixtures	7 years	3,582		3,500
Vehicles	5 - 10 years	29,632		21,873

Construction-in-process		24,355		8,115
		233,478		195,110
Less: accumulated depreciation and amortization		(99,856)		(79,662)
Equipment, leasehold improvements and software, net		$	133,622	$	115,448

Construction-in-process at December 24, 2021 related primarily to the build-outs of the Company’s Los Angeles and Miami distribution facilities which are expected to be completed in fiscal 2022 for approximately $20,000. Construction-in-process at December 25, 2020 related primarily to the implementation of the Company’s Enterprise Resource Planning (“ERP”) system.

The net book value of equipment financed under finance leases at December 24, 2021 and December 25, 2020 was $10,874 and $14,705, respectively. No interest expense was capitalized during the fiscal years ended December 24, 2021, December 25,

2020 and December 27, 2019.

The components of depreciation and amortization expense were as follows:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Depreciation expense	$	15,918	$	14,984	$	9,535
Software amortization	$	6,080	$	4,790	$	3,793

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 24, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill are presented as follows:


Carrying amount as of December 27, 2019	$	197,743

Acquisitions	17,104
Foreign currency translation	17
Carrying amount as of December 25, 2020	214,864

Acquisitions	6,845
Foreign currency translation	66
Carrying amount as of December 24, 2021	$	221,775

Other intangible assets as of December 24, 2021 and December 25, 2020 consisted of the following:


	Weighted Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
December 24, 2021
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

December 25, 2020
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

During the second quarter of fiscal 2021, the Company recorded a $597 impairment charge, $433 net of tax, to fully write-down the net book value of its Cambridge trademark.

During fourth quarter of fiscal 2020, the Company committed to a plan to shift its brand strategy, to commence in the second quarter of fiscal 2021, to leverage its Allen Brothers brand in its west coast region and determined its Del Monte, Ports Seafood and Bassian Farms trademarks did not fit the Company’s long-term strategic objectives. The Company assessed these trademarks for impairment and used the relief of royalty method to determine fair value. Significant assumptions used include future sales forecasts, royalty rates and discount rates. As a result of the assessment, the Company recorded a $24,200 impairment charge, $17,545 net of tax, to write-down the value of its Del Monte and Bassian Farms trademarks. This impairment charge is presented within other operating expenses on the consolidated statements of operations.

Amortization expense for other intangibles was $12,967, $13,502 and $12,663 for the fiscal years ended December 24, 2021, December 25, 2020 and December 27, 2019, respectively.

As of December 24, 2021, estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows:


2022	$	11,984
2023	10,955
2024	10,097
2025	9,680
2026	9,680
Thereafter	52,347
Total	$	104,743

Debt Obligations

12 Months Ended

Dec. 24, 2021

Debt Disclosure [Abstract]

Debt Obligations

Debt obligations as of December 24, 2021 and December 25, 2020 consisted of the following:


	December 24, 2021		December 25, 2020
Senior secured term loan	$	168,675	$	201,553
Convertible senior notes	200,000		150,000
Asset-based loan facility	20,000		40,000
Finance lease and other financing obligations	11,602		15,798
Convertible unsecured note	4,000		4,000



Deferred finance fees and original issue discount	(4,976)		(7,172)
Total debt obligations	399,301		404,179
Less: current installments	(5,141)		(6,095)
Total debt obligations excluding current installments	$	394,160	$	398,084

Maturities of the Company’s debt, excluding finance leases, for each of the next five years and thereafter at December 24, 2021 are as follows:


2022	$	1,712
2023	25,712
2024	201,712
2025	163,539
2026	—
Thereafter	—
Total	$	392,675

Senior Secured Term Loan Credit Facility

On June 22, 2016, the Company refinanced its debt structure by entering into a credit agreement (the “Term Loan Credit Agreement”) with a group of lenders for which Jefferies Finance LLC acts as administrative agent and collateral agent. The Term Loan Credit Agreement provides for a senior secured term loan B facility (the “Term Loan Facility”) in an aggregate amount of $305,000 (the loans outstanding under the Term Loan Facility, the “Term Loans”) maturing on June 22, 2022. Additionally, the Term Loan Facility includes an accordion which permits the Company to request that the lenders extend additional Term Loans in an aggregate principal amount of up to $50,000 (less the aggregate amount of certain indebtedness incurred to finance acquisitions) plus an unlimited amount subject to the Company’s Total Leverage Ratio not exceeding 4.90:1.00 on a pro forma basis. Substantially all of the Company’s assets are pledged as collateral. Borrowings were used to repay the Company’s senior secured notes, as well as the prior term loan and revolving credit facility. Remaining funds were used for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company.

On December 13, 2017, the Company completed a repricing of the Term Loan Facility to reduce Applicable Rate (as defined in the Term Loan Credit Agreement) from 475 basis points to 400 basis points over the London Inter-bank Offered Rate (“LIBOR”). In connection with the repricing, the Company paid debt financing costs of $761 which were capitalized as deferred financing charges.

On July 6, 2018, the Company made a $47,100 prepayment and was no longer required to make quarterly amortization payments on the Term Loans. On November 16, 2018, the Company completed a repricing of the Term Loan Facility to reduce the Applicable Rate from 400 basis points to 350 basis points over LIBOR. In connection with the repricing, the Company paid debt financing costs of $626 which were capitalized as deferred financing charges. The Company wrote off unamortized deferred financing fees of $1,081 as a result of this repricing.

On June 8, 2020, the Company entered into a sixth amendment (the “Sixth Amendment”) to its Term Loan Credit Agreement. Upon the consent of the lenders, the Sixth Amendment converted a portion of the term loans then outstanding of $238,129 (the “Term Loans”) into a new tranche of term loans (the “2025 Tranche”) which among other things extended the maturity date by three years and increased the fixed-rate portion of interest charged by 200 basis points. The portion of the Term Loans that did not convert (the “2022 Tranche”) retained the maturity date and interest rate in effect prior to the Sixth Amendment. The Company made a prepayment of $35,719 on the 2025 Tranche immediately after it was established.

On March 1, 2021, the Company repaid all outstanding borrowings under the 2022 tranche of senior secured term loans.

The following table summarizes the key terms of the Term Loans as of December 24, 2021:

Term Loans

Principal Outstanding

Interest Rate

Maturity Date

Scheduled Principal Payments

2025 Tranche

168,675

LIBOR + 5.5%

June 22, 2025

0.25% per quarter

The 2025 Tranche has a springing maturity date of June 22, 2024 if, as of that date, the Company’s 1.875% convertible senior notes maturing on December 1, 2024 have not been repaid or refinanced by debt having a maturity date on or after December 23, 2025. The Sixth Amendment was accounted for as a debt modification. The Company incurred lender fees of $856 which were capitalized as debt issuance costs. Third-party transaction costs of $1,233 were expensed as incurred.

The interest charged on the Term Loans, will be equal to a spread plus, at the Company’s option, either the Base Rate (as defined in the Term Loan Credit Agreement) or LIBOR for one, two, three, six or (if consented to by the lenders) twelve-month interest periods chosen by the Company. The interest rate on the Term Loans at December 24, 2021 was 5.6%.

The Term Loan Facility contains affirmative covenants, negative covenants and events of default customary for a term loan B facility of this type, as more particularly described in the Term Loan Credit Agreement. The Sixth Amendment introduced a minimum liquidity covenant which 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 $225,886 as of December 24, 2021. On February 16, 2022, the Company obtained unconditional waivers from its Term Loan and ABL lenders in connection with noncompliance with certain negative covenants under the Company’s Term Loan Credit Agreement.

Asset-Based Loan Facility

On June 29, 2018, the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders for which BMO Harris Bank, N.A. acts as administrative agent. The ABL Credit Agreement provides for an asset-based loan facility (the “ABL”) in the aggregate amount of up to $150,000. Borrowings under the ABL will be used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. Availability under the ABL will be limited to a borrowing base equal to the lesser of: (i) the aggregate amount of commitments or (ii) the sum of specified percentages of eligible receivables and eligible inventory, minus certain availability reserves. The co-borrowers under the ABL are entitled on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the ABL in an aggregate principal amount of up to $25,000. The ABL matures on the earlier of June 29, 2023 and 90 days prior to the maturity date of the Company’s Term Loan Facility. The Company incurred transaction costs of $877 which were capitalized as deferred financing fees to be amortized over the term of the ABL.

The interest rate charged on borrowing under the ABL is equal to a spread plus, at the Company’s option, either the Base Rate (as defined in the ABL Credit Agreement) or LIBOR (except for swingline loans) for one, two, three, six or (if consented to by the lenders) twelve-month, interest periods chosen by the Company. The Company will pay certain recurring fees with respect to the ABL, including fees on unused lender commitments. The interest rate on the ABL at December 24, 2021 was 1.4%.

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 falls below $10,000 or 10% of the borrowing base.

The Company had reserved $20,541 of the ABL for the issuance of letters of credit. As of December 24, 2021, funds totaling $109,459 were available for borrowing under the ABL.

Convertible Senior Notes

On November 22, 2019, the Company issued $150,000 aggregate principal amount of 1.875% Convertible Senior Notes (the “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of November 22, 2019 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. Approximately $43,225 of the net proceeds were used to repay all borrowings then outstanding under the ABL and the remainder was used for working capital, general corporate purposes and acquisitions. The Company incurred transaction costs of approximately $5,082 which were capitalized as deferred financing fees to be amortized over the term of the Senior Notes.

On March 1, 2021, the Company issued $50,000 aggregate principal amount of Senior Notes at a premium which were offered as an additional issuance and under the same terms as the Senior Notes 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 ABL. 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 December 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 December 24, 2021 and December 25, 2020 was:


	December 24, 2021		December 25, 2020
Principal amount outstanding	$	200,000	$	150,000
Unamortized deferred financing fees and premium	(2,686)		(3,999)
Net carry value	$	197,314	$	146,001

The components of interest expense on the Company’s Convertible Senior Notes were as follows:


	Fiscal Year Ended
		December 24, 2021		December 25, 2020		December 27, 2019
Coupon interest		$	3,594	$	2,813	$	234
Amortization of deferred financing fees and premium		$	913	$	1,000	$	83
Total interest		$	4,507	$	3,813	$	317

The Senior Notes bear interest of 1.875% per annum payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2020. At any time before the close of business on the scheduled trading day immediately before the maturity date, the Senior Notes will be convertible at the option of holders into shares of the Company’s common stock, together with cash in lieu of any fractional share, at an initial conversion price of approximately $44.20 per share. The conversion price is subject to adjustments upon the occurrence of certain events. The Senior Notes will mature on December 1, 2024, unless earlier converted or repurchased in accordance with their terms.

The Company may not redeem the Senior Notes at its option prior to maturity. In addition, if the Company undergoes a fundamental change, as described in the Indenture, holders may require the Company to repurchase for cash all or part of their Senior Notes at a repurchase price equal to 100% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the required repurchase date.

Convertible Unsecured Note

On February 25, 2019, the Company issued a $4,000 convertible unsecured note (the “Unsecured Note”), maturing on June 29, 2023, to Bassian Farms, Inc. (the “Holder”) as partial consideration in the Bassian acquisition. The interest rate charged on the Unsecured Note is 4.5% per annum and increases to 5.0% after the two-year anniversary of the closing date. The Company

may, in certain instances beginning eighteen months after issuance of the Unsecured Note, redeem the Unsecured Note in whole or in part for cash or convert the Unsecured Note into shares of the Company’s common stock at the conversion price of $43.93 per share. After the two-year anniversary of the closing date, the Holder may convert the Unsecured Note into shares of the Company’s common stock at the conversion price. Upon a change of control event, the Holder may convert the Unsecured Note into shares of the Company’s common stock at the conversion price or redeem the Unsecured Note for cash.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
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+ Details

Stockholders' Equity

12 Months Ended

Dec. 24, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

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.

Preferred Stock Purchase Rights

On March 22, 2020, the Company’s board of directors approved a limited duration Preferred Stock Purchase Rights Agreement (the “Rights Agreement”). Under the Rights Agreement, the board of directors approved a dividend of one preferred share purchase right (a “Right”) for each share outstanding share of the Company’s common stock to purchase one one-thousandth of a share of Series A Preferred Stock of the Company at a price of $40.00 per Unit of Preferred Stock, subject to adjustment as provided in the Rights Agreement. The Rights expired on March 21, 2021.

Public Common Stock Offering

On May 14, 2020, the Company completed a public offering of 5,769,231 shares of its common stock at a price of $13.00 per share to the underwriters, to be reoffered by the underwriters at variable prices per share, which resulted in net proceeds of approximately $74,691 after deducting underwriters’ fees, commissions and transaction expenses. In addition, the Company granted a 30-day option to purchase up to an additional 865,384 shares of its common stock at a price of $13.00 per share to the underwriters, to be reoffered by the underwriters at variable prices per share. The option was fully exercised on June 2, 2020 and resulted in additional proceeds of $11,250.

Equity Incentive Plan

On May 17, 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”). Concurrently, the 2011 Omnibus Equity Incentive Plan (the “2011 Plan”) was terminated and any shares remaining available for new grants under the 2011 Plan share reserve were extinguished. The purpose of the 2019 Plan is to promote the interests of the Company and its stockholders by (i) attracting and retaining key officers, employees and directors of, and consultants to, the Company and its Subsidiaries and Affiliates; (ii) motivating such individuals by means of performance-related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and its stockholders.

The 2019 Plan is administered by the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors and allows for the issuance of stock options, stock appreciation rights (“SARs”), RSAs, restricted share units, performance awards, or other stock-based awards. Stock option exercise prices are fixed by the Committee but shall not be less than the fair market value of a common share on the date of the grant of the option, except in the case of substitute awards. Similarly, the grant price of an SAR may not be less than the fair market value of a common share on the date of the grant. The Committee will determine the expiration date of each stock option and SAR, but in no case shall the stock option or SAR be exercisable after the expiration of 10 years from the date of the grant. The 2019 Plan provides for 2,600,000 shares available for grant. As of December 24, 2021, there were 883,042 shares available for grant.

Stock compensation expense was $11,479, $9,292 and $4,399 for the fiscal years ended December 24, 2021, December 25, 2020 and December 27, 2019, respectively. The related tax benefit for stock-based compensation was $49, $133 and $883 for the fiscal years ended December 24, 2021, December 25, 2020 and December 27, 2019, respectively.

The following table reflects the activity of RSAs during the fiscal year ended December 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	377,154	31.89		201,547	32.03		199,241	31.44
Vested	(592,057)	12.14		—	—		(24,981)	30.17
Forfeited	(68,419)	27.36		(14,110)	32.00		(16,083)	31.25
Unvested at December 24, 2021	617,996	$	28.33	187,437	$	32.04	185,129	$	31.44

The fair value of RSAs vested during the fiscal years ended December 24, 2021, December 25, 2020 and December 27, 2019, was $7,848, $8,109 and $3,742, respectively.

These awards are a mix of time-, market- and performance-based grants awarded to key employees and non-employee directors that generally vest over a range of periods up to five-years. The market- and performance-based RSAs generally cliff vest, if at all, after the conclusion of a three-year performance period and vesting is subject to the award recipient’s continued service to the Company as of the vesting date. The number of performance-based RSAs that ultimately vest is based on the Company’s attainment of certain profitability and return on invested capital targets.

During fiscal 2019, the Company awarded market-based RSAs that vest based on the Company’s attainment of an average closing trade price of the Company’s common stock of $39.86 per share, based on an average of 20 consecutive trading days. The grant date fair value of these market-based performance awards was determined using a Monte Carlo simulation in order to simulate a range of possible future stock prices. Key assumptions used included a risk-free interest rate of 2.2% and expected volatility of 44.6%.

During the fourth quarter of fiscal 2020, the Company modified its 2018 performance-awards and certain 2018 time-based awards such that they vested on December 17, 2020. The modifications affected seventeen employees and resulted in incremental stock compensation expense of $1,999. Concurrent with these modifications, the Company also cancelled its 2020 and 2019 performance-based awards and its 2020 market-based equity awards.

At December 24, 2021, the total unrecognized compensation cost for the Company’s unvested RSAs was $18,302 to be recognized over a weighted-average period of approximately 2.2 years. Of this total, $10,946 related to RSAs with time-based vesting provisions to be recognized over a weighted average period of 2.1 years and $7,356 related to RSAs with performance- or market-based vesting provisions to be recognized over a weighted average period of 2.2 years.

The following table summarizes stock option activity during the fiscal year ended December 24, 2021:


	Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)




Outstanding December 25, 2020	115,639	$	20.23	$	2,051	6.2



Outstanding December 24, 2021	115,639	$	20.23	$	1,427	5.2
Exercisable at December 24, 2021	115,639	20.23		$	1,427	5.2

The Company issues new shares upon the exercise of stock options. No stock option expense was recognized during the fiscal years ended December 24, 2021 and December 25, 2020. The Company recognized expense on stock options of $114 during the fiscal year ended December 27, 2019, the year in which all options outstanding were fully vested. No compensation expense related to the Company’s RSAs or stock options has been capitalized.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Leases

12 Months Ended

Dec. 24, 2021

Leases [Abstract]

Leases

The components of net lease cost were as follows:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Operating lease cost	$	26,531	$	27,521	$	27,415
Finance lease cost:
Amortization of right-of-use asset	4,667		4,166		308
Interest expense on lease liabilities	555		552		96
Total finance lease cost	$	5,222	$	4,718	$	404
Short-term lease cost	3,491		2,475		2,143
Variable lease cost	3,331		1,990		2,707
Sublease income	(430)		(96)		(514)
Total lease cost, net	$	38,145	$	36,608	$	32,155

The maturities of the Company’s lease liabilities for each of the next five fiscal years and thereafter at December 24, 2021 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2022	$	509	$	17,085	$	7,132	$	24,726	$	3,834
2023	387		16,145		4,738		21,270		3,041
2024	—		14,711		2,186		16,897		2,512
2025	—		13,644		1,048		14,692		1,992
2026	—		12,949		3		12,952		1,200
Thereafter	—		125,886		—		125,886		169
Total	$	896	$	200,420	$	15,107	$	216,423	$	12,748
Less interest							(73,245)		(1,146)
Present value							$	143,178	$	11,602

Supplemental balance sheet information related to finance leases was as follows:


	Balance Sheet Location	December 24, 2021		December 25, 2020
Short-term finance lease liabilities	Current portion of long-term debt	$	3,429	$	4,383
Long-term finance lease liabilities	Long-term debt, net of current portion	$	8,173	$	11,415

At December 24, 2021, the weighted-average lease term for operating and finance leases was 12.0 years and 4.0 years, respectively. At December 24, 2021, the weighted-average discount rate for operating and finance leases was 6.8% and 4.1%, respectively.

As of December 24, 2021, the Company is contractually obligated to make payments of approximately $9,983 related to leases for distribution facilities that have not commenced. Accordingly, the Company has not recognized ROU assets or lease liabilities associated with these leases.

Leases

The components of net lease cost were as follows:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Operating lease cost	$	26,531	$	27,521	$	27,415
Finance lease cost:
Amortization of right-of-use asset	4,667		4,166		308
Interest expense on lease liabilities	555		552		96
Total finance lease cost	$	5,222	$	4,718	$	404
Short-term lease cost	3,491		2,475		2,143
Variable lease cost	3,331		1,990		2,707
Sublease income	(430)		(96)		(514)
Total lease cost, net	$	38,145	$	36,608	$	32,155

The maturities of the Company’s lease liabilities for each of the next five fiscal years and thereafter at December 24, 2021 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2022	$	509	$	17,085	$	7,132	$	24,726	$	3,834
2023	387		16,145		4,738		21,270		3,041
2024	—		14,711		2,186		16,897		2,512
2025	—		13,644		1,048		14,692		1,992
2026	—		12,949		3		12,952		1,200
Thereafter	—		125,886		—		125,886		169
Total	$	896	$	200,420	$	15,107	$	216,423	$	12,748
Less interest							(73,245)		(1,146)
Present value							$	143,178	$	11,602

Supplemental balance sheet information related to finance leases was as follows:


	Balance Sheet Location	December 24, 2021		December 25, 2020
Short-term finance lease liabilities	Current portion of long-term debt	$	3,429	$	4,383
Long-term finance lease liabilities	Long-term debt, net of current portion	$	8,173	$	11,415

Income Taxes

12 Months Ended

Dec. 24, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesIn 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 (“ERTC”) 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 ERTC 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 ERTC 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

The Company’s effective income tax rate was 27.3% and 32.9% for the fifty-two weeks ended December 24, 2021 and December 25, 2020, respectively. The higher effective tax rate in the prior fiscal year is primarily related to the carryback of a portion of the Company’s fiscal 2020 net loss which, under the CARES Act, allows the Company to claim Federal tax refunds against prior year taxes paid, including taxes paid in fiscal 2015 and 2017, both of which were at statutory tax rates of 35%. The Company’s fiscal 2020 income tax provision reflects the impact of an expected income tax refund receivable of $21,250 which is reflected in prepaid expenses and other current assets on the Company’s consolidated balance sheets as of December 24, 2021 and December 25, 2020.

The provision for income taxes consists of the following:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Current income tax (benefit) expense:
Federal	$	(285)	$	(21,877)	$	4,003

State	277		(408)		2,144
Total current income tax (benefit) expense	(8)		(22,285)		6,147
Deferred income tax (benefit) expense:
Federal	(2,002)		(10,740)		1,617
Foreign	(22)		50		17
State	179		(7,728)		429
Total deferred income tax (benefit) expense	(1,845)		(18,418)		2,063
Total income tax (benefit) expense	$	(1,853)	$	(40,703)	$	8,210

Income tax (benefit) expense differed from amounts computed using the statutory federal income tax rate due to the following reasons:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Statutory U.S. Federal tax	$	(1,423)	$	(25,957)	$	6,805
Differences due to:
State and local taxes, net of federal benefit	(396)		(6,414)		2,078
Change in valuation allowance	(215)		1,354		95
Changes in tax rates	(55)		24		(95)
Federal NOL rate differential	—		(5,212)		—
Stock compensation	(361)		(102)		(676)
Other	597		(4,396)		3
Income tax (benefit) expense	$	(1,853)	$	(40,703)	$	8,210

Deferred tax assets and liabilities at December 24, 2021 and December 25, 2020 consist of the following:


	December 24, 2021		December 25, 2020
Deferred tax assets:
Receivables and inventory	$	9,425	$	10,944

Self-insurance reserves	2,211		2,210


Net operating loss carryforwards	15,177		15,413


Debt discount and interest	2,526		3,093
Stock compensation	3,246		1,686

Charitable contribution carryforward	3,865		3,166
Operating lease liabilities	39,335		34,460
Other	1,875		1,307
Total deferred tax assets	77,660		72,279

Deferred tax liabilities:
Property & equipment	(7,808)		(11,289)
Goodwill and intangible assets	(20,648)		(17,709)

Prepaid expenses and other	(1,916)		(2,071)
Operating lease right-of-use assets	(35,862)		(31,414)
Total deferred tax liabilities	(66,234)		(62,483)
Valuation allowance	(2,046)		(2,261)
Total net deferred tax asset	$	9,380	$	7,535

The deferred tax provision results from the effects of net changes during the year in deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company files income tax returns in the U.S. Federal and various state and local jurisdictions as well as the Canadian Federal and provincial districts. For Federal income tax purposes, the 2018 through 2021 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations and the fact that we have not yet filed our tax return for 2021. For state tax purposes, the 2017 through 2021 tax years remain open for examination by the tax authorities under a four-year statute of limitations. The Company records interest and penalties, if any, in income tax expense.

The Company considered all available positive and negative evidence to determine if based on the weight of such evidence, a valuation allowance is needed. At December 24, 2021, the Company had a valuation allowance of $2,046, which consisted of $1,235 and $811 against foreign and certain state net operating loss carryforwards, respectively, as they are not expected to be fully realizable in the future. Despite the loss for fiscal year ended December 24, 2021 as a direct impact of the Pandemic, the Company considered the substantial amount of taxable income available in carryback years under applicable tax law, strong history of earnings, no history of tax attributes expiring before utilization, reversing taxable temporary differences scheduled to reverse within the reversal period of the respective deferred tax assets, the long term and indefinite nature of tax attributes on hand, and forecasts of future taxable income in determining a valuation allowance is not needed on the remaining deferred tax assets. However, the impacts of the Pandemic on the Company’s business are uncertain and will depend on future developments, and as such, it is possible that under certain circumstances the Company may be required to recognize a valuation allowance in the future.

The Company’s Canada net operating loss carryforward of $1,458 expires at various dates between fiscal 2038 and 2040. The Company’s state net operating loss carryforwards of $6,328 expire at various dates, the earliest of which expire in fiscal 2026 while others are indefinite-lived. The Company’s federal net operating loss carry forward of $7,391 is indefinite-lived and its charitable contributions carry forward of $3,865 expire between fiscal 2024 and 2026.

The Company’s foreign subsidiaries had operating (loss) income before income taxes as follows:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Foreign subsidiaries operating (loss) income before income taxes	$	(2,420)	$	(4,231)	$	18

The Company is permanently reinvesting the earnings of it’s foreign operations which are disregarded for US tax purposes. In addition, the US tax consequences and foreign withholding taxes on any future remittances are immaterial.As of December 24, 2021 and December 25, 2020, the Company did not have any material uncertain tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Supplemental Disclosures of Cash Flow Information

12 Months Ended

Dec. 24, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosures of Cash Flow Information


	December 24, 2021		December 25, 2020		December 27, 2019
Cash paid for income taxes, net of cash received	$	(230)	$	308	$	6,046
Cash paid for interest	$	15,387	$	18,182	$	16,271
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	25,111	$	25,090	$	25,302
Operating cash flows from finance leases	$	555	$	3,856	$	96
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	32,741	$	7,201	$	155,027
Finance leases	$	536	$	16,063	$	4,183
Non-cash investing and financing activities:
Warrants issued for acquisition	$	1,120	$	—	$	—





Contingent earn-out liabilities for acquisitions	$	5,500	$	3,464	$	7,929
Convertible notes issued for acquisitions	$	—	$	—	$	4,000

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 24, 2021
Postemployment Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans Employee Tax-Deferred Savings Plan The Company offers a 401(k) Plan to eligible employees that provides for tax-deferred salary deductions for eligible employees. Employees may choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service. The Company provides discretionary matching contributions equal to 50 percent of the employee’s contribution amount, up to a maximum of six of the employee’s annual salary, capped at $2.5 per employee per year. Matching contributions begin vesting after one year and are fully vested after five years. Employee contributions are fully vested when made. As a result of the Pandemic, the Company’s matching contributions were temporarily suspended from March 31, 2020 through August 31, 2021. Under the 401(k) Plan there is no option available to the employee to receive or purchase the Company’s common stock. Matching contributions under the 401(k) Plan were $683, $720 and $1,268, respectively, for fiscal 2021, 2020 and 2019.

Related Parties	12 Months Ended
Related Parties	Dec. 24, 2021
Related Party Transactions [Abstract]
Related Parties	Related PartiesThe 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 was $493 for fiscal 2021, $488 for fiscal 2020 and $433 for fiscal 2019. This lease was amended during the first quarter of fiscal 2020 and expires on September 30, 2023.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 24, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Contingencies The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred. Tax Audits The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. These audits may result in the assessment of additional taxes that are subsequently resolved with authorities or potentially through the courts. Risk Management Programs The Company’s self-insurance reserves for its medical program totaled $2,373 and $1,220 at December 24, 2021 and December 25, 2020, respectively. The Company’s self-insurance reserves for its automobile liability program totaled $3,980 and $3,450 at December 24, 2021 and December 25, 2020, respectively. Self-insurance reserves for workers’ compensation totaled $7,053 and $7,696 at December 24, 2021 and December 25, 2020, respectively. Workforce As of December 24, 2021, approximately 9% of the Company’s employees are represented by unions, all of whom are operating under collective bargaining agreements which expire at various times between fiscal 2022 and 2025. Approximately 0.9% of the Company’s employees are under a collective bargaining agreement that expires in fiscal 2022.

Valuation Reserves

12 Months Ended

Dec. 24, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Valuation Reserves

The following tables summarize the activity in our valuation accounts during the fiscal years ended December 24, 2021, December 25, 2020 and December 27, 2019:


	Balance at Beginning of Period		Additions (Recoveries) Charged to Expense		Deductions		Balance at End of Period
Allowance for doubtful accounts
December 24, 2021	$	24,027	$	(422)	$	(3,345)	$	20,260
December 25, 2020	8,846		21,372		(6,191)		24,027
December 27, 2019	7,460		4,981		(3,595)		8,846


Allowance for deferred tax assets
December 24, 2021	$	2,261	$	(215)	$	—	$	2,046
December 25, 2020	907		1,354		—		2,261
December 27, 2019	812		95		—		907

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 24, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn December 28, 2021, the Company entered into an asset purchase agreement to acquire substantially all of the assets of CGC Holdings, Inc., a specialty seafood and produce distributor in Maryland. The purchase price was $28,000 paid in cash at closing and is subject to a customary working capital true-up. The Company has not provided the preliminary purchase price allocations for this acquisition as the initial accounting is incomplete.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 24, 2021
Accounting Policies [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.
Revenue Recognition, Deferred Revenue, Right of Return, Cost of Sales, and Vendor Rebates and Other Promotional Incentives	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 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.Certain customer arrangements in the Company’s direct-to-consumer business, prepaid gift plans and gift card purchases, result in deferred revenues when cash payments are received in advance of performance. The Company recognizes revenue on its prepaid gift plans when control of each product is transferred to the customer. Performance obligations under the Company’s prepaid gift plans are satisfied within a period of twelve months or less. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is reduced when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage. Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns. Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote.The Company’s standard terms and conditions provide customers with a right of return if the goods received are not merchantable. Customers are either issued a replacement order at no cost, or are issued a credit for the returned goods.The Company records cost of sales based upon the net purchase price paid for a product, including applicable freight charges incurred to deliver the product to the Company’s warehouse, and 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.The Company receives consideration and product purchase credits from certain vendors that the Company accounts for as a reduction of cost of sales. There are several types of cash consideration received from vendors. The purchase incentive is primarily in the form of a specified amount per pound or per case, or an amount for year-over-year growth.
Contract Costs and Selling, General and Administrative Expenses	Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within selling, general and administrative expenses on the Company’s consolidated statements of operations.Selling, general and administrative expenses include facilities costs, product shipping and handling costs, warehouse costs, and other selling, general and administrative costs.
Other Operating Expenses	Other operating expenses includes expenses primarily related to changes in the fair value of the Company’s earn-out liabilities, gains and losses on asset disposals, asset impairments and certain third-party deal costs incurred in connection with business acquisitions or financing arrangements.
Segment Reporting	The Company’s business consists of three operating segments: East Coast, Midwest and West Coast that aggregate into one reportable segment, food product distribution, which is concentrated 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.
Guidance Adopted and Not Yet Adopted	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. Guidance Not Yet Adopted There is no recent accounting guidance not yet adopted that is expected to have a material impact on the Company’s financial statements when adopted.
Use of Estimates	The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires it to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Estimates are used in determining, among other items, the allowance for doubtful accounts, inventory valuation adjustments, self-insurance reserves for group medical insurance, workers’ compensation insurance and automobile liability insurance, future cash flows associated with impairment testing for intangible assets (including goodwill) and long-lived assets, useful lives for intangible assets, stock-based compensation, contingent earn-out liabilities and tax reserves. Actual results could differ from estimates.
Cash and Cash Equivalents	The Company considers all highly liquid investments with an original maturity of less than three months to be cash equivalents. The Company periodically maintains balances at financial institutions which may exceed Federal Deposit Insurance Corporation insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
Accounts receivable	Accounts receivable consist of trade receivables from customers and are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined based upon a number of specific criteria, such as whether a customer has filed for or been placed into bankruptcy, has had accounts referred to outside parties for collections or has had accounts significantly past due. The allowance also covers short paid invoices the Company deems to be uncollectable as well as a portion of trade accounts receivable balances projected to become uncollectable based upon historic patterns and macro-economic factors in existence as of the balance sheet date that may impact the food-away-from-home industry and/or its customers, and specifically, beginning in the first quarter of fiscal 2020, the impact of the Pandemic.
Inventories	Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or market. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. The Company adjusts inventory balances for excess and obsolete inventories to approximate their net realizable value.
Concentrations of Credit Risks	Financial instruments that subject the Company to concentrations of credit risk consist of cash, temporary cash investments and trade receivables. The Company’s policy is to deposit its cash and temporary cash investments with major financial institutions. The Company distributes its food and related products to a customer base that consists primarily of leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. However, the Company, in certain instances, has obtained personal guarantees from certain customers. There is no significant balance with any individual customer.
Equipment and Leasehold Improvements	Equipment and leasehold improvements are recorded at cost and are depreciated on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Equipment and leasehold improvements are reviewed for impairment in accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets” which only requires testing whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If the net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), an additional step is performed that determines the fair value of the asset and the Company records an impairment, if any. The adverse impact to the Company’s customer base and market capitalization at the onset of the Pandemic were considered triggering events during the first quarter of fiscal 2020, and accordingly, the Company performed a long-lived asset recoverability test as of March 27, 2020 the results of which indicated no impairment. The Company has not recorded any impairment of equipment and leasehold improvements in fiscal 2021, 2020 or 2019.
Leases	The Company leases various distribution centers, office facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception. An arrangement is or contains a lease if the agreement identifies an asset, implicitly or explicitly, that the Company has the right to use over a period of time. If an arrangement contains a lease, the Company classifies the lease as either an operating lease or as a finance lease based on the five criteria defined in ASC 842. Lease liabilities are recognized at commencement date based on the present value of the remaining lease payments over the lease term. The corresponding right-of-use (“ROU”) asset is recognized for the same amount as the lease liability adjusted for any payments made at or before the commencement date, any lease incentives received, and any initial direct costs. The Company’s lease agreements may include options to renew, extend or terminate the lease. These clauses are included in the initial measurement of the lease liability when at lease commencement the Company is reasonably certain that it will exercise such options. The discount rate used is based on the Company’s incremental borrowing rate since the implicit rate in the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term and presented within selling, general and administrative expenses on the Company’s consolidated statements of operations. Finance lease ROU assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term. Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented within interest expense on the Company’s consolidated statements of operations. Variable rent payments related to both operating and finance leases are expensed as incurred. The Company’s variable lease payments primarily consist of real estate taxes, maintenance and usage charges. The Company made an accounting policy election to combine lease and non-lease components (maintenance, taxes and insurance) when measuring lease liabilities for vehicle and equipment leases. The Company has elected to exclude short-term leases from the recognition requirements of ASC 842. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term.
Software Costs	The Company capitalizes certain computer software licenses and software implementation costs that are included in software costs in its consolidated balance sheets. These costs were incurred in connection with developing or obtaining computer software for internal use if it has a useful life in excess of one year, in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software.” Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task that it previously did not perform. Internal use software is amortized on a straight-line basis over a three to seven year period. Capitalized costs include direct acquisitions as well as software and software development acquired under capitalized leases and internal labor where appropriate.
Convertible Debt and Debt Issuance Costs	The Company evaluates debt instruments with embedded conversion features in accordance with ASC 815 “Derivatives and Hedging” and ASC 470 “Debt” both of which provide several criteria that determine whether a conversion feature must be bifurcated from its debt host and accounted as a separate financial instrument. An entity is not required to bifurcate if the conversion feature is indexed to its own stock, meets all equity classification criteria and does not contain a beneficial conversion feature. The Company determined that bifurcation of its convertible debt instruments was not required and recognized the principal amount of these instruments as debt in its consolidated balance sheets.Certain up-front costs associated with the Company’s asset based loan facility are capitalized and included in other non-current assets in the Company’s consolidated balance sheets.
Business Combinations	The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheets at their estimated fair values, as of the acquisition date. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred and presented in operating expenses in the Company’s consolidated results of operations. Results of operations are included in the Company’s financial statements from the date of acquisition.
Intangible Assets	The intangible assets recorded by the Company consist of customer relationships, covenants not to compete and trademarks which are amortized over their useful lives on a schedule that approximates the pattern in which economic benefits of the intangible assets are consumed. Intangible assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. Undiscounted cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow model. The adverse impact to the Company’s customer base and market capitalization at the onset of the Pandemic were considered triggering events during the first quarter of fiscal 2020, and accordingly, the Company performed a long-lived asset recoverability test as of March 27, 2020 the results of which indicated no impairment.
Goodwill	Goodwill is the excess of the acquisition cost of businesses over the fair value of identifiable net assets acquired in accordance with ASC 350, “Intangibles-Goodwill and Other.” The Company’s business consists of three operating segments: East Coast, Midwest and West Coast and these operating segments represent our reporting units. The Company evaluates the recoverability of goodwill at each of its reporting units annually in the fourth quarter, or more frequently when circumstances indicate an impairment may have occurred. A goodwill impairment loss, if any, would be recognized for the amount by which a reporting unit’s carrying value exceeded its fair value. The Company has the option to evaluate goodwill impairment using a qualitative or quantitative analysis. The adverse impact to the Company’s customer base and market capitalization at the onset of the Pandemic were considered triggering events during the first quarter of fiscal 2020, and accordingly, the Company performed an interim goodwill impairment test as of March 27, 2020, the results of which indicated no impairment. For its annual goodwill impairment test performed during the fourth quarter of fiscal 2020, the Company tested goodwill for impairment using a quantitative analysis. The Company estimated the fair value of its reporting units using an income approach and determined the fair value of its reporting units substantially exceeded their respective carry values. The Company’s income approach incorporates the use of a discounted cash flow methodology that involves many management assumptions that are based upon future growth projections which include estimates for the duration of the Pandemic’s impact on the Company’s customers. Assumptions include estimates of future revenue based upon budget projections and growth rates. The Company develops estimates of future levels of gross and operating profits and projected capital expenditures. This methodology includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The Company also performed a reconciliation of its market capitalization and the estimate of the aggregate fair value of its reporting units, including consideration of a control premium. For the fiscal years ended December 24, 2021 and December 27, 2019, the Company assessed the recoverability of goodwill using a qualitative analysis and determined that it is more likely than not that the fair value of its reporting units exceeded their respective carry values. The qualitative analysis considered various factors including macroeconomic conditions, market conditions, industry trends, cost factors and financial performance, among others.
Employee Benefit Programs	The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”).
Income Taxes	The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The Company estimates its ability to recover deferred tax assets within the jurisdiction from which they arise. This evaluation considers several factors, including results of recent operations, future taxable income, scheduled reversal of deferred tax liabilities, and tax planning strategies.The Company follows certain provisions of ASC 740, “Income Taxes” which established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the tax authorities. The Company records uncertain tax positions when it is estimable and probable that such liabilities have been incurred. The Company, when required, will accrue interest and penalties related to income tax matters in income tax expense. The Company releases disproportionate tax effects from accumulated other comprehensive income as individual items are liquidated.
Commitments and Contingencies	The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and can be reasonably estimated.
Contingent Earn-out Liabilities	The Company accounts for contingent consideration relating to business combinations as a liability and an increase to goodwill at the date of the acquisition and continually remeasures the liability at each balance sheet date by recording changes in the fair value through the consolidated statements of operations. The Company determines the fair value of contingent consideration based on future operating projections under various potential scenarios, including the use of Monte Carlo simulations, and weighs the probability of these outcomes. The ultimate settlement of contingent earn-out liabilities relating to business combinations may be for amounts which are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations.
Stock-Based Compensation	The Company measures stock-based compensation at the grant date based on the fair value of the award. Restricted stock awards (“RSAs”) and performance share units are valued based on the fair value of the stock on the grant date. The related compensation expense is recognized over the service period on a straight-line basis and reduced by forfeitures when they occur. Compensation expense on performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of stock options and RSAs with market conditions is determined based on a Monte Carlo simulation in order to simulate a range of possible future stock prices for the Company’s common stock. For awards subject to graded vesting, the Company ensures that the compensation expense recognized is at least equal to the vested portion of the award.
Self-insurance Reserves	The Company maintains a self-insured group medical program. The program contains individual stop loss thresholds of $300 per incident and aggregate stop loss thresholds based upon the average number of employees enrolled in the program throughout the year. The amount in excess of the self-insured levels is fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends. The Company maintains an insurance program for its automobile liability and workers’ compensation insurance subject to deductibles or self-insured retentions of $500 per occurrence. The amounts in excess of the deductibles are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.
Assets and Liabilities Measured at Fair Value	The Company accounts for certain assets and liabilities at fair value. The Company categorizes each of its fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities include the following: a)quoted prices for similar assets in active markets; b)quoted prices for identical or similar assets in inactive markets; c)inputs other than quoted prices that are observable for the asset; and d)inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset. Level 3 - Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 24, 2021

Accounting Policies [Abstract]

Schedule of disaggregation of revenue

The following table presents the Company’s net sales disaggregated by principal product category:


	Fiscal Year Ended
	December 24, 2021				December 25, 2020				December 27, 2019
Center-of-the-Plate	$	877,060	50.2	%	$	533,813	48.0	%	$	711,980	44.7	%
Dry Goods	238,758		13.7	%	150,631		13.6	%	260,976		16.4	%
Pastry	178,352		10.2	%	135,913		12.2	%	221,041		13.9	%
Cheeses and Charcuterie	143,048		8.2	%	107,915		9.7	%	158,834		10.0	%
Produce	120,759		6.9	%	80,920		7.3	%	17,955		1.1	%
Dairy and Eggs	79,512		4.6	%	38,172		3.4	%	110,740		7.0	%
Oils and Vinegars	71,369		4.1	%	40,389		3.6	%	80,155		5.0	%
Kitchen Supplies	36,899		2.1	%	23,878		2.2	%	30,153		1.9	%
Total	$	1,745,757	100	%	$	1,111,631	100	%	$	1,591,834	100	%

Net (Loss) Income per Share (Tables)

12 Months Ended

Dec. 24, 2021

Earnings Per Share [Abstract]

Schedule of net (loss) income per share

The following table sets forth the computation of basic and diluted earnings per share:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Net (loss) income per share:
Basic	$	(0.13)	$	(2.46)	$	0.82
Diluted	$	(0.13)	$	(2.46)	$	0.81
Weighted average common shares:
Basic	36,744,304		33,716,157		29,532,342
Diluted	36,744,304		33,716,157		30,073,338

Reconciliation of net (loss) income per common share:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Numerator:
Net (loss) income	$	(4,923)	$	(82,903)	$	24,193
Add effect of dilutive securities:
Interest on convertible notes, net of tax	—		—		207
Adjusted net (loss) income	$	(4,923)	$	(82,903)	$	24,400
Denominator:
Weighted average basic common shares outstanding	36,744,304		33,716,157		29,532,342
Dilutive effect of unvested common shares	—		—		144,311
Dilutive effect of stock options and warrants	—		—		66,739
Dilutive effect of convertible notes	—		—		329,946
Weighted average diluted common shares outstanding	36,744,304		33,716,157		30,073,338

Schedule of dilutive securities that have been excluded from the calculation of diluted net (loss) income per common share

Potentially dilutive securities that have been excluded from the calculation of diluted net (loss) income per common share because the effect is anti-dilutive are as follows:


	Fiscal Year Ended
	December 24, 2021	December 25, 2020	December 27, 2019
Restricted share awards	306,084	505,568	132,861
Stock options and warrants	139,198	115,639	—
Convertible notes	4,410,639	3,484,788	76,384

Fair Value Measurements (Tables)

12 Months Ended

Dec. 24, 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
Acquisition value	—		—		—		5,500		5,500

Cash payments	—		—		—		(83)		(83)
Changes in fair value	—		57		(511)		(842)		(1,296)
Balance December 24, 2021	$	—	$	1,133	$	—	$	5,744	$	6,877

Schedule of carrying value and fair value of the company's convertible subordinated notes


	December 24, 2021				December 25, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Senior Notes	$	200,000	$	206,182	$	150,000	$	163,204
Convertible Unsecured Note	$	4,000	$	4,102	$	4,000	$	4,290

Acquisitions (Tables)

12 Months Ended

Dec. 24, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of pro forma consolidated income statement information

The Company reflected net sales and loss before taxes in its consolidated statement of operations related to the fiscal 2021 acquisitions as follows:


	Fiscal Year Ended
		December 24, 2021
Net sales		$	49,485
Loss before income taxes		$	(44)

Schedule of assets acquired and liabilities assumed

The table below sets forth the purchase price allocation of these and other acquisitions:


	Sid Wainer		Bassian		Other Acquisitions
Current assets	$	22,960	$	6,657	$	14,244
Customer relationships	—		15,530		11,067
Trademarks	3,500		4,610		2,812
Non-compete agreements	—		1,000		—
Goodwill	11,571		13,065		13,636
Fixed assets	19,425		856		1,433
Other assets	—		10		—

Right-of-use assets	8,259		—		2,787
Lease liabilities	(8,259)		—		(2,787)


Current liabilities	(11,294)		(2,501)		(6,449)
Earn-out liability	(2,081)		(7,450)		(7,783)
Other long-term liabilities	—		—		(499)
Issuance of warrants	—		—		(1,120)

Total consideration	$	44,081	$	31,777	$	27,341

Equipment, Leasehold Improvements and Software (Tables)

12 Months Ended

Dec. 24, 2021

Property, Plant and Equipment [Abstract]

Schedule of plant, equipment and leasehold improvements

Equipment, leasehold improvements and software as of December 24, 2021 and December 25, 2020 consisted of the following:



	Useful Lives	December 24, 2021		December 25, 2020
Land	Indefinite	$	5,020	$	5,020
Buildings	20 years	18,406		15,685
Machinery and equipment	5 - 10 years	28,099		24,900
Computers, data processing and other equipment	3 - 7 years	15,480		14,207
Software	3 - 7 years	39,799		33,063
Leasehold improvements	1- 40 years	69,105		68,747
Furniture and fixtures	7 years	3,582		3,500
Vehicles	5 - 10 years	29,632		21,873

Construction-in-process		24,355		8,115
		233,478		195,110
Less: accumulated depreciation and amortization		(99,856)		(79,662)
Equipment, leasehold improvements and software, net		$	133,622	$	115,448

The components of depreciation and amortization expense were as follows:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Depreciation expense	$	15,918	$	14,984	$	9,535
Software amortization	$	6,080	$	4,790	$	3,793

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 24, 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 27, 2019	$	197,743

Acquisitions	17,104
Foreign currency translation	17
Carrying amount as of December 25, 2020	214,864

Acquisitions	6,845
Foreign currency translation	66
Carrying amount as of December 24, 2021	$	221,775

Schedule of other intangible assets

Other intangible assets as of December 24, 2021 and December 25, 2020 consisted of the following:


	Weighted Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
December 24, 2021
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

December 25, 2020
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

Schedule of estimated future amortization expense

As of December 24, 2021, estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows:


2022	$	11,984
2023	10,955
2024	10,097
2025	9,680
2026	9,680
Thereafter	52,347
Total	$	104,743

Debt Obligations (Tables)

12 Months Ended

Dec. 24, 2021

Debt Disclosure [Abstract]

Schedule of debt obligations

Debt obligations as of December 24, 2021 and December 25, 2020 consisted of the following:


	December 24, 2021		December 25, 2020
Senior secured term loan	$	168,675	$	201,553
Convertible senior notes	200,000		150,000
Asset-based loan facility	20,000		40,000
Finance lease and other financing obligations	11,602		15,798
Convertible unsecured note	4,000		4,000



Deferred finance fees and original issue discount	(4,976)		(7,172)
Total debt obligations	399,301		404,179
Less: current installments	(5,141)		(6,095)
Total debt obligations excluding current installments	$	394,160	$	398,084

Schedule of maturities of the company's debt

Maturities of the Company’s debt, excluding finance leases, for each of the next five years and thereafter at December 24, 2021 are as follows:


2022	$	1,712
2023	25,712
2024	201,712
2025	163,539
2026	—
Thereafter	—
Total	$	392,675

Schedule of term loans

The following table summarizes the key terms of the Term Loans as of December 24, 2021:

Term Loans

Principal Outstanding

Interest Rate

Maturity Date

Scheduled Principal Payments

2025 Tranche

168,675

LIBOR + 5.5%

June 22, 2025

0.25% per quarter

Schedule of convertible senior notes

The net carry value of the Company’s Convertible Senior Notes as of December 24, 2021 and December 25, 2020 was:


	December 24, 2021		December 25, 2020
Principal amount outstanding	$	200,000	$	150,000
Unamortized deferred financing fees and premium	(2,686)		(3,999)
Net carry value	$	197,314	$	146,001

Schedule of components of interest expense

The components of interest expense on the Company’s Convertible Senior Notes were as follows:


	Fiscal Year Ended
		December 24, 2021		December 25, 2020		December 27, 2019
Coupon interest		$	3,594	$	2,813	$	234
Amortization of deferred financing fees and premium		$	913	$	1,000	$	83
Total interest		$	4,507	$	3,813	$	317

Stockholders' Equity (Tables)

12 Months Ended

Dec. 24, 2021

Stockholders' Equity Note [Abstract]

Schedule of restricted stock activity

The following table reflects the activity of RSAs during the fiscal year ended December 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	377,154	31.89		201,547	32.03		199,241	31.44
Vested	(592,057)	12.14		—	—		(24,981)	30.17
Forfeited	(68,419)	27.36		(14,110)	32.00		(16,083)	31.25
Unvested at December 24, 2021	617,996	$	28.33	187,437	$	32.04	185,129	$	31.44

Summary of stock option activity

The following table summarizes stock option activity during the fiscal year ended December 24, 2021:


	Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term (in years)




Outstanding December 25, 2020	115,639	$	20.23	$	2,051	6.2



Outstanding December 24, 2021	115,639	$	20.23	$	1,427	5.2
Exercisable at December 24, 2021	115,639	20.23		$	1,427	5.2

Leases (Tables)

12 Months Ended

Dec. 24, 2021

Leases [Abstract]

Components of lease expense

The components of net lease cost were as follows:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Operating lease cost	$	26,531	$	27,521	$	27,415
Finance lease cost:
Amortization of right-of-use asset	4,667		4,166		308
Interest expense on lease liabilities	555		552		96
Total finance lease cost	$	5,222	$	4,718	$	404
Short-term lease cost	3,491		2,475		2,143
Variable lease cost	3,331		1,990		2,707
Sublease income	(430)		(96)		(514)
Total lease cost, net	$	38,145	$	36,608	$	32,155

Maturities of lease liabilities, operating leases

The maturities of the Company’s lease liabilities for each of the next five fiscal years and thereafter at December 24, 2021 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2022	$	509	$	17,085	$	7,132	$	24,726	$	3,834
2023	387		16,145		4,738		21,270		3,041
2024	—		14,711		2,186		16,897		2,512
2025	—		13,644		1,048		14,692		1,992
2026	—		12,949		3		12,952		1,200
Thereafter	—		125,886		—		125,886		169
Total	$	896	$	200,420	$	15,107	$	216,423	$	12,748
Less interest							(73,245)		(1,146)
Present value							$	143,178	$	11,602

Maturities of lease liabilities, finance leases

The maturities of the Company’s lease liabilities for each of the next five fiscal years and thereafter at December 24, 2021 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2022	$	509	$	17,085	$	7,132	$	24,726	$	3,834
2023	387		16,145		4,738		21,270		3,041
2024	—		14,711		2,186		16,897		2,512
2025	—		13,644		1,048		14,692		1,992
2026	—		12,949		3		12,952		1,200
Thereafter	—		125,886		—		125,886		169
Total	$	896	$	200,420	$	15,107	$	216,423	$	12,748
Less interest							(73,245)		(1,146)
Present value							$	143,178	$	11,602

Supplemental balance sheet information

Supplemental balance sheet information related to finance leases was as follows:


	Balance Sheet Location	December 24, 2021		December 25, 2020
Short-term finance lease liabilities	Current portion of long-term debt	$	3,429	$	4,383
Long-term finance lease liabilities	Long-term debt, net of current portion	$	8,173	$	11,415

Income Taxes (Tables)

12 Months Ended

Dec. 24, 2021

Income Tax Disclosure [Abstract]

Schedule of provision for income taxes

The provision for income taxes consists of the following:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Current income tax (benefit) expense:
Federal	$	(285)	$	(21,877)	$	4,003

State	277		(408)		2,144
Total current income tax (benefit) expense	(8)		(22,285)		6,147
Deferred income tax (benefit) expense:
Federal	(2,002)		(10,740)		1,617
Foreign	(22)		50		17
State	179		(7,728)		429
Total deferred income tax (benefit) expense	(1,845)		(18,418)		2,063
Total income tax (benefit) expense	$	(1,853)	$	(40,703)	$	8,210

Schedule of income tax reconciliation

Income tax (benefit) expense differed from amounts computed using the statutory federal income tax rate due to the following reasons:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Statutory U.S. Federal tax	$	(1,423)	$	(25,957)	$	6,805
Differences due to:
State and local taxes, net of federal benefit	(396)		(6,414)		2,078
Change in valuation allowance	(215)		1,354		95
Changes in tax rates	(55)		24		(95)
Federal NOL rate differential	—		(5,212)		—
Stock compensation	(361)		(102)		(676)
Other	597		(4,396)		3
Income tax (benefit) expense	$	(1,853)	$	(40,703)	$	8,210

Schedule of deferred tax assets and liabilities

Deferred tax assets and liabilities at December 24, 2021 and December 25, 2020 consist of the following:


	December 24, 2021		December 25, 2020
Deferred tax assets:
Receivables and inventory	$	9,425	$	10,944

Self-insurance reserves	2,211		2,210


Net operating loss carryforwards	15,177		15,413


Debt discount and interest	2,526		3,093
Stock compensation	3,246		1,686

Charitable contribution carryforward	3,865		3,166
Operating lease liabilities	39,335		34,460
Other	1,875		1,307
Total deferred tax assets	77,660		72,279

Deferred tax liabilities:
Property & equipment	(7,808)		(11,289)
Goodwill and intangible assets	(20,648)		(17,709)

Prepaid expenses and other	(1,916)		(2,071)
Operating lease right-of-use assets	(35,862)		(31,414)
Total deferred tax liabilities	(66,234)		(62,483)
Valuation allowance	(2,046)		(2,261)
Total net deferred tax asset	$	9,380	$	7,535

Schedule of operating (loss) income before income taxes for foreign subsidiaries

The Company’s foreign subsidiaries had operating (loss) income before income taxes as follows:


	Fiscal Year Ended
	December 24, 2021		December 25, 2020		December 27, 2019
Foreign subsidiaries operating (loss) income before income taxes	$	(2,420)	$	(4,231)	$	18

Supplemental Disclosures of Cash Flow Information (Tables)

12 Months Ended

Dec. 24, 2021

Supplemental Cash Flow Elements [Abstract]

Schedule of supplemental disclosures of cash flow information


	December 24, 2021		December 25, 2020		December 27, 2019
Cash paid for income taxes, net of cash received	$	(230)	$	308	$	6,046
Cash paid for interest	$	15,387	$	18,182	$	16,271
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	25,111	$	25,090	$	25,302
Operating cash flows from finance leases	$	555	$	3,856	$	96
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	32,741	$	7,201	$	155,027
Finance leases	$	536	$	16,063	$	4,183
Non-cash investing and financing activities:
Warrants issued for acquisition	$	1,120	$	—	$	—





Contingent earn-out liabilities for acquisitions	$	5,500	$	3,464	$	7,929
Convertible notes issued for acquisitions	$	—	$	—	$	4,000

Valuation Reserves (Tables)

12 Months Ended

Dec. 24, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule of allowance for doubtful accounts

The following tables summarize the activity in our valuation accounts during the fiscal years ended December 24, 2021, December 25, 2020 and December 27, 2019:


	Balance at Beginning of Period		Additions (Recoveries) Charged to Expense		Deductions		Balance at End of Period
Allowance for doubtful accounts
December 24, 2021	$	24,027	$	(422)	$	(3,345)	$	20,260
December 25, 2020	8,846		21,372		(6,191)		24,027
December 27, 2019	7,460		4,981		(3,595)		8,846

Schedule of allowance for deferred tax assets


Allowance for deferred tax assets
December 24, 2021	$	2,261	$	(215)	$	—	$	2,046
December 25, 2020	907		1,354		—		2,261
December 27, 2019	812		95		—		907

Operations and Basis of Presentation (Details)	12 Months Ended
Operations and Basis of Presentation (Details)	Dec. 24, 2021 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	3
Number of reportable segments	1

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended		12 Months Ended
	Jun. 25, 2021 USD ($)	Dec. 25, 2020 USD ($)	Dec. 24, 2021 USD ($) segment	Dec. 25, 2020 USD ($)	Dec. 27, 2019 USD ($)	Dec. 28, 2018 USD ($)
Disaggregation of Revenue [Line Items]
Deferred revenues		$ 2,558,000	$ 2,294,000	$ 2,558,000
Refund liability		(174,000)	(389,000)	(174,000)
Right to recover product		107,000	$ 238,000	107,000
Contract costs, amortization period (in years)			1 year
Cost of sales			$ 1,355,272,000	863,480,000	$ 1,205,266,000
Purchase incentives			20,296,000	12,678,000	21,769,000
Capitalized software costs, net of accumulated amortization		14,087,000	14,780,000	14,087,000
Unamortized costs of certain up-front costs		826,000	460,000	826,000
Unamortized costs if issuance of other debt instruments		7,172,000	4,976,000	7,172,000
Amortization of debt issuance costs			2,299,000	3,426,000	2,168,000
Intangible asset impairment	$ 597,000	24,200,000	$ 597,000	24,200,000	0
Intangible asset impairment, net of tax	$ 433,000	17,545,000
Number of operating segments \| segment			3
Matching contribution under 401k plan			$ 683,000	720,000	1,268,000
Self-insurance stop loss threshold			300,000
Allowance for deferred tax assets
Disaggregation of Revenue [Line Items]
Valuation allowances		$ 2,261,000	2,046,000	2,261,000	907,000	$ 812,000
Workers Compensation
Disaggregation of Revenue [Line Items]
Self insured retention amount per claim			500,000
Automobiles
Disaggregation of Revenue [Line Items]
Self insured retention amount per claim			500,000
Equipment and Leasehold Improvements
Disaggregation of Revenue [Line Items]
Asset impairment charges			0	0	0
Food Processing
Disaggregation of Revenue [Line Items]
Cost of sales			28,374,000	18,682,000	19,785,000
Shipping and Handling
Disaggregation of Revenue [Line Items]
Cost of sales			$ 98,697,000	$ 78,152,000	$ 85,620,000
Minimum
Disaggregation of Revenue [Line Items]
Payment terms for contracts with customers (in days)			20 days
Minimum \| Software and Software Development Costs
Disaggregation of Revenue [Line Items]
Useful life of computer software (in years)			3 years
Maximum
Disaggregation of Revenue [Line Items]
Payment terms for contracts with customers (in days)			60 days
Maximum \| Software and Software Development Costs
Disaggregation of Revenue [Line Items]
Useful life of computer software (in years)			7 years

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 1,745,757	$ 1,111,631	$ 1,591,834
Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	100.00%	100.00%	100.00%
Center-of-the-Plate
Disaggregation of Revenue [Line Items]
Net sales	$ 877,060	$ 533,813	$ 711,980
Center-of-the-Plate \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	50.20%	48.00%	44.70%
Dry Goods
Disaggregation of Revenue [Line Items]
Net sales	$ 238,758	$ 150,631	$ 260,976
Dry Goods \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	13.70%	13.60%	16.40%
Pastry
Disaggregation of Revenue [Line Items]
Net sales	$ 178,352	$ 135,913	$ 221,041
Pastry \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	10.20%	12.20%	13.90%
Cheeses and Charcuterie
Disaggregation of Revenue [Line Items]
Net sales	$ 143,048	$ 107,915	$ 158,834
Cheeses and Charcuterie \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	8.20%	9.70%	10.00%
Produce
Disaggregation of Revenue [Line Items]
Net sales	$ 120,759	$ 80,920	$ 17,955
Produce \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	6.90%	7.30%	1.10%
Dairy and Eggs
Disaggregation of Revenue [Line Items]
Net sales	$ 79,512	$ 38,172	$ 110,740
Dairy and Eggs \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	4.60%	3.40%	7.00%
Oils and Vinegars
Disaggregation of Revenue [Line Items]
Net sales	$ 71,369	$ 40,389	$ 80,155
Oils and Vinegars \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	4.10%	3.60%	5.00%
Kitchen Supplies
Disaggregation of Revenue [Line Items]
Net sales	$ 36,899	$ 23,878	$ 30,153
Kitchen Supplies \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	2.10%	2.20%	1.90%

Net (Loss) Income per Share - Schedule of earnings per share (Details) - $ / shares	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Net (loss) income per share:
Basic (in dollars per share)	$ (0.13)	$ (2.46)	$ 0.82
Diluted (in dollars per share)	$ (0.13)	$ (2.46)	$ 0.81
Weighted average common shares:
Basic (in shares)	36,744,304	33,716,157	29,532,342
Diluted (in shares)	36,744,304	33,716,157	30,073,338

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Net (Loss) Income per Share - Schedule of reconciliation of earnings per share (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Net Income (Loss) Available to Common Stockholders, Basic [Abstract]
Net (loss) income	$ (4,923)	$ (82,903)	$ 24,193
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
Interest on convertible notes, net of tax	0	0	207
Adjusted net (loss) income	$ (4,923)	$ (82,903)	$ 24,400
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]
Weighted average basic common shares outstanding (in shares)	36,744,304	33,716,157	29,532,342
Dilutive effect of stock options and unvested common shares (in shares)	0	0	144,311
Dilutive effect of stock options and warrants (in shares)	0	0	66,739
Dilutive effect of convertible notes (in shares)	0	0	329,946
Weighted average diluted common shares outstanding (in shares)	36,744,304	33,716,157	30,073,338

Net (Loss) Income per Share - Schedule of dilutive securities that have been excluded from the calculation of diluted net income (Details) - shares	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Restricted share awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	306,084	505,568	132,861
Stock options and warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	139,198	115,639	0
Convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	4,410,639	3,484,788	76,384

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Fair Value Disclosures [Abstract]
Long-term liability value	$ 3,252	$ 2,556

Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	$ 2,756	$ 14,698
Acquisition value	5,500	3,464
Cash payments	(83)	(3,927)
Changes in fair value	(1,296)	(11,479)
Balance at ending	6,877	2,756
Fells Point
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	0	4,544
Acquisition value	0	0
Cash payments	0	0
Changes in fair value	0	(4,544)
Balance at ending	0	0
Bassian
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	1,076	7,957
Acquisition value	0	0
Cash payments	0	(2,250)
Changes in fair value	57	(4,631)
Balance at ending	1,133	1,076
Sid Wainer
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	511	0
Acquisition value	0	2,081
Cash payments	0	0
Changes in fair value	(511)	(1,570)
Balance at ending	0	511
Acquisitions
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	1,169	2,197
Acquisition value	5,500	1,383
Cash payments	(83)	(1,677)
Changes in fair value	(842)	(734)
Balance at ending	$ 5,744	$ 1,169

Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - Fair Value Inputs Level 3 - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Senior Notes \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Senior Notes	$ 200,000	$ 150,000
Convertible Unsecured Note	200,000	150,000
Senior Notes \| Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Senior Notes	206,182	163,204
Convertible Unsecured Note	206,182	163,204
Unsecured Debt \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Senior Notes	4,000	4,000
Convertible Unsecured Note	4,000	4,000
Unsecured Debt \| Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Senior Notes	4,102	4,290
Convertible Unsecured Note	$ 4,102	$ 4,290

Acquisitions - Narrative (Details) $ in Thousands			12 Months Ended
Acquisitions - Narrative (Details) $ in Thousands	Jan. 27, 2020 USD ($)	Feb. 25, 2019 USD ($)	Dec. 24, 2021 USD ($) acquisition	Dec. 25, 2020 USD ($)	Dec. 27, 2019 USD ($)
Business Acquisition [Line Items]
Professional fees			$ 450	$ 435	$ 235
Other Strategic Acquisitions
Business Acquisition [Line Items]
Payments for asset acquisitions			$ 10,190	$ 16,851	$ 300
Sid Wainer
Business Acquisition [Line Items]
Purchase price	$ 44,081
Cash amount paid	46,450
Cash received	(2,369)
Additional contingent consideration, amount	$ 4,000
Additional contingent consideration, term (in years)	2 years
Sid Wainer \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets, amortization period (in years)	15 years
Bassian
Business Acquisition [Line Items]
Purchase price		$ 31,777
Cash amount paid		27,990
Additional contingent consideration, amount		$ 9,000
Additional contingent consideration, term (in years)		4 years
Issuance of common shares		$ 4,000
Bassian \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets, amortization period (in years)		15 years
Bassian \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets, amortization period (in years)		5 years
Bassian \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets, amortization period (in years)		10 years
Other Acquisitions
Business Acquisition [Line Items]
Number of acquisitions \| acquisition			3
Purchase price			$ 11,310
Cash amount paid			10,190
Common stock warrants issued for acquisition			(1,120)
Estimated fair value of contingent earn-out liability			$ 9,750

Acquisitions - Summary of Cash Price for Acquisition (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020	Sep. 25, 2020	Jan. 27, 2020	Dec. 27, 2019	Feb. 25, 2019
Business Acquisition [Line Items]
Goodwill	$ 221,775	$ 214,864			$ 197,743
Sid Wainer
Business Acquisition [Line Items]
Current assets				$ 22,960
Goodwill				11,571
Fixed assets				19,425
Other assets				0
Right-of-use assets				8,259
Lease liabilities				(8,259)
Current liabilities				(11,294)
Earn-out liability				(2,081)
Other long-term liabilities				0
Issuance of warrants				0
Total consideration				44,081
Sid Wainer \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets				0
Sid Wainer \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets				3,500
Sid Wainer \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets				$ 0
Bassian
Business Acquisition [Line Items]
Current assets						$ 6,657
Goodwill						13,065
Fixed assets						856
Other assets						10
Right-of-use assets						0
Lease liabilities						0
Current liabilities						(2,501)
Earn-out liability						(7,450)
Other long-term liabilities						0
Issuance of warrants						0
Total consideration						31,777
Bassian \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets						15,530
Bassian \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets						4,610
Bassian \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets						$ 1,000
Other Acquisitions
Business Acquisition [Line Items]
Current assets			$ 14,244
Goodwill			13,636
Fixed assets			1,433
Other assets			0
Right-of-use assets			2,787
Lease liabilities			(2,787)
Current liabilities			(6,449)
Earn-out liability			(7,783)
Other long-term liabilities			(499)
Issuance of warrants			(1,120)
Total consideration			27,341
Other Acquisitions \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets			11,067
Other Acquisitions \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets			2,812
Other Acquisitions \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets			$ 0

Acquisitions - Pro Forma Consolidated Income Statement Information (Details) $ in Thousands	12 Months Ended
	Dec. 24, 2021 USD ($)
Business Acquisition [Line Items]
Net sales	$ 49,485
Acquisitions
Business Acquisition [Line Items]
Loss before income taxes	$ (44)

Inventories - Narrative (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Inventory Disclosure [Abstract]
Reserves for shrinkage, excess and obsolescence	$ 8,312	$ 9,013

Equipment, Leasehold Improvements and Software (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 233,478	$ 195,110
Less: accumulated depreciation and amortization	(99,856)	(79,662)
Equipment, leasehold improvements and software, net	133,622	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	20 years
Equipment, leasehold improvements and software, gross	$ 18,406	15,685
Machinery and equipment
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	28,099	24,900
Computers, data processing and other equipment
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	15,480	14,207
Software
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	39,799	33,063
Leasehold improvements
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 69,105	68,747
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful Lives	7 years
Equipment, leasehold improvements and software, gross	$ 3,582	3,500
Vehicles
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	29,632	21,873
Construction-in-process
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	24,355	$ 8,115
Construction-in-process \| Los Angeles and Miami Distribution Facilities
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 20
Minimum \| Machinery and equipment
Property, Plant and Equipment [Line Items]
Useful Lives	5 years
Minimum \| Computers, data processing and other equipment
Property, Plant and Equipment [Line Items]
Useful Lives	3 years
Minimum \| Software
Property, Plant and Equipment [Line Items]
Useful Lives	3 years
Minimum \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Lives	1 year
Minimum \| Vehicles
Property, Plant and Equipment [Line Items]
Useful Lives	5 years
Maximum \| Machinery and equipment
Property, Plant and Equipment [Line Items]
Useful Lives	10 years
Maximum \| Computers, data processing and other equipment
Property, Plant and Equipment [Line Items]
Useful Lives	7 years
Maximum \| Software
Property, Plant and Equipment [Line Items]
Useful Lives	7 years
Maximum \| Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Lives	40 years
Maximum \| Vehicles
Property, Plant and Equipment [Line Items]
Useful Lives	10 years

Equipment, Leasehold Improvements and Software - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Property, Plant and Equipment [Line Items]
Book value of equipment under finance leases	$ 133,622,000	$ 115,448,000
Capitalized interest expense	0	0	$ 0
Equipment, leasehold improvements and software, gross	233,478,000	195,110,000
Assets held under finance leases
Property, Plant and Equipment [Line Items]
Book value of equipment under finance leases	10,874,000	14,705,000
Construction-in-process
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	24,355,000	$ 8,115,000
Construction-in-process \| Los Angeles and Miami Distribution Facilities
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 20,000

Equipment, Leasehold Improvements and Software - Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 21,998	$ 19,774	$ 13,328
Software amortization	21,998	19,774	13,328
Excluding assets held under finance leases
Property, Plant and Equipment [Line Items]
Depreciation expense	15,918	14,984	9,535
Software amortization	15,918	14,984	9,535
Software
Property, Plant and Equipment [Line Items]
Depreciation expense	6,080	4,790	3,793
Software amortization	$ 6,080	$ 4,790	$ 3,793

Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020
Goodwill [Roll Forward]
Beginning balance	$ 214,864	$ 197,743
Acquisitions	6,845	17,104
Foreign currency translation	66	17
Ending balance	$ 221,775	$ 214,864

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 25, 2021	Dec. 25, 2020	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset impairment	$ 597	$ 24,200	$ 597	$ 24,200	$ 0
Intangible asset impairment, net of tax	$ 433	$ 17,545
Amortization expense			$ 12,967	$ 13,502	$ 12,663

Goodwill and Other Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 200,771	$ 194,778
Accumulated Amortization	(96,028)	(83,061)
Net Amount	$ 104,743	$ 111,717
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in months)	120 months	128 months
Gross Carrying Amount	$ 155,678	$ 141,679
Accumulated Amortization	(74,644)	(55,135)
Net Amount	$ 81,034	$ 86,544
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in months)	26 months	37 months
Gross Carrying Amount	$ 8,579	$ 8,579
Accumulated Amortization	(8,018)	(7,752)
Net Amount	$ 561	$ 827
Trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in months)	179 months	209 months
Gross Carrying Amount	$ 36,514	$ 44,520
Accumulated Amortization	(13,366)	(20,174)
Net Amount	$ 23,148	$ 24,346

Goodwill and Other Intangible Assets - Future amortization (Details) $ in Thousands	Dec. 24, 2021 USD ($)
Estimated amortization in fiscal year:
2022	$ 11,984
2023	10,955
2024	10,097
2025	9,680
2026	9,680
Thereafter	52,347
Total	$ 104,743

Debt Obligations - Schedule of debt obligations (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Debt Instrument [Line Items]
Finance lease and other financing obligations	$ 11,602	$ 15,798
Deferred finance fees and original issue discount	(4,976)	(7,172)
Total debt obligations	399,301	404,179
Less: current installments	(5,141)	(6,095)
Total debt obligations excluding current installments	394,160	398,084
Senior secured term loan
Debt Instrument [Line Items]
Long-term debt	168,675	201,553
Convertible senior notes
Debt Instrument [Line Items]
Long-term debt	200,000	150,000
Deferred finance fees and original issue discount	(2,686)	(3,999)
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 - Schedule of maturities of the company's debt (Details) $ in Thousands	Dec. 24, 2021 USD ($)
Long-term Debt and Lease Obligation, Including Current Maturities [Abstract]
2022	$ 1,712
2023	25,712
2024	201,712
2025	163,539
2026	0
Thereafter	0
Net carry value	$ 392,675

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Debt Obligations - Senior Secured Term Loan Credit Facility (Details)							12 Months Ended
	Jun. 08, 2020 USD ($)	Nov. 22, 2019 USD ($)	Nov. 16, 2018 USD ($)	Jul. 06, 2018 USD ($)	Dec. 13, 2017 USD ($)	Jun. 22, 2016 USD ($)	Dec. 24, 2021 USD ($)	Dec. 25, 2020 USD ($)	Dec. 27, 2019 USD ($)	Jun. 29, 2018 USD ($)
Debt Instrument [Line Items]
Payments of debt financing costs							$ 1,450,000	$ 856,000	$ 5,082,000
Payments under revolving credit line							20,000,000	60,000,000	$ 44,184,000
Debt issuance costs							460,000	$ 826,000
Credit facility \| Term Loan Credit Agreement
Debt Instrument [Line Items]
Maximum debt borrowing capacity						$ 305,000,000
Payments of debt financing costs			$ 626,000		$ 761,000
Payments under revolving credit line				$ 47,100,000
Write off, unamortized deferred financing fees			$ 1,081,000
Debt issuance costs	$ 856,000
Debt transaction costs	1,233,000
Minimum liquidity covenant							35,000,000
EBITDA covenant							10,000,000
Minimum liquidity amount							$ 225,886,000
Effective interest rate							5.60%
Credit facility \| Term Loan Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Basis points			3.50%		4.00%	4.75%
Credit facility \| Delayed Draw Term Loan
Debt Instrument [Line Items]
Maximum debt borrowing capacity						$ 50,000,000
Budgeted leverage ratio						4.90
Credit facility \| 2025 Tranche
Debt Instrument [Line Items]
Term loans	$ 238,129,000
Term loans, maturity date extension (in years)	3 years
Prepayment	$ 35,719,000
Credit facility \| 2025 Tranche \| Base Rate
Debt Instrument [Line Items]
Basis points	2.00%
Credit facility \| Asset-based loan facility
Debt Instrument [Line Items]
Maximum debt borrowing capacity										$ 150,000,000
Payments under revolving credit line		$ 43,225,000
Convertible senior notes \| Convertible 1.875% Senior Notes
Debt Instrument [Line Items]
Effective interest rate							2.30%

Debt Obligations - Schedule of Term Loans (Details) - Senior secured term loan - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020
Debt Instrument [Line Items]
Principal amount outstanding	$ 168,675	$ 201,553
2025 Tranche
Debt Instrument [Line Items]
Principal amount outstanding	$ 168,675
Scheduled Principal Payments (as a percent)	0.25%
2025 Tranche \| LIBOR
Debt Instrument [Line Items]
Interest Rate (as a percent)	5.50%

Debt Obligations - Asset-Based Loan Facility (Details)	Jun. 29, 2018 USD ($)	Dec. 24, 2021 USD ($)	Dec. 25, 2020 USD ($)
Debt Instrument [Line Items]
Deferred financing fees		$ 4,976,000	$ 7,172,000
Asset-based loan facility \| ABL Credit Agreement
Debt Instrument [Line Items]
Maximum debt borrowing capacity	$ 150,000,000
Potential principal amount increase	25,000,000
Deferred financing fees	$ 877,000
Interest rate		1.40%
Minimum consolidated fixed charge coverage ratio	1
Minimum borrowing base	$ 10,000,000
Minimum borrowing base, percentage	10.00%
Amounts reserved for issuance of letters of credit		$ 20,541,000
Line of credit facility, current borrowing capacity		$ 109,459,000

Debt Obligations - Convertible Senior Notes (Details) - USD ($)			12 Months Ended
	Mar. 01, 2021	Nov. 22, 2019	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Debt Instrument [Line Items]
Payments under revolving credit line			$ 20,000,000	$ 60,000,000	$ 44,184,000
Unamortized costs of certain up-front costs			$ 460,000	$ 826,000
Convertible senior notes \| 1.875% Convertible Senior Notes
Debt Instrument [Line Items]
Principal amount		$ 150,000,000
Interest rate		1.875%
Unamortized costs of certain up-front costs		$ 5,082,000
Conversion price (in dollars per share)		$ 44.20
Redemption price, percentage of principal amount (as a percent)		100.00%
Convertible senior notes \| Convertible 1.875% Senior Notes
Debt Instrument [Line Items]
Principal amount	$ 50,000,000
Debt issuance costs	1,350,000
Effective interest rate			2.30%
Asset-based loan facility \| ABL Credit Agreement
Debt Instrument [Line Items]
Payments under revolving credit line		$ 43,225,000
Senior secured term loan \| Senior Secured Term Loans, 2022 Tranche
Debt Instrument [Line Items]
Repayment of outstanding borrowings	$ 31,166,000

Debt Obligations - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Debt Instrument [Line Items]
Unamortized deferred financing fees and premium	$ (4,976)	$ (7,172)
Net carry value	392,675
Convertible senior notes
Debt Instrument [Line Items]
Principal amount outstanding	200,000	150,000
Unamortized deferred financing fees and premium	(2,686)	(3,999)
Net carry value	$ 197,314	$ 146,001

- Definition

+ References + Details

Debt Obligations - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Debt Disclosure [Abstract]
Coupon interest	$ 3,594	$ 2,813	$ 234
Amortization of deferred financing fees and premium	913	1,000	83
Total interest	$ 4,507	$ 3,813	$ 317

Debt Obligations - Convertible Unsecured Debt (Details) - Convertible senior notes - Convertible note maturing on June 29, 2023	Feb. 25, 2019 USD ($) $ / shares
Debt Instrument [Line Items]
Principal amount \| $	$ 4,000,000
Interest rate	4.50%
Interest rate, after two-year anniversary	5.00%
Earliest date term (in years)	2 years
Term after issuance to redeem or convert (in months)	18 months
Conversion price (in dollars per share) \| $ / shares	$ 43.93

Stockholders' Equity - Narrative (Details)			3 Months Ended		12 Months Ended
Stockholders' Equity - Narrative (Details)	Jun. 02, 2020 USD ($)	May 14, 2020 USD ($) $ / shares shares	Jun. 25, 2021 USD ($) $ / shares shares	Dec. 25, 2020 USD ($) employee	Dec. 24, 2021 USD ($) shares	Dec. 25, 2020 USD ($)	Dec. 27, 2019 USD ($) $ / shares	Mar. 22, 2020 $ / shares shares	May 17, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued for acquisitions			$ 1,120,000
Number of shares callable by warrants (in shares) \| shares			150,000
Exercise price of right (in dollars per share) \| $ / shares			$ 31.96
Weighted average remaining term (in years)					10 years
Number of shares available for grant (in shares) \| shares					883,042				2,600,000
Stock compensation expense					$ 11,479,000	$ 9,292,000	$ 4,399,000
Tax benefit for stock compensation					49,000	133,000	883,000
Number of employees affected by award plan modifications \| employee				17
Incremental stock compensation expense resulting from award plan modifications				$ 1,999,000
Compensation expense capitalized					$ 0
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term (in years)					2 years 2 months 12 days
Fair value of RSAs vested					$ 7,848,000	8,109,000	$ 3,742,000
Total unrecognized compensation cost					$ 18,302,000
Time and Performance Based Grants \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)					5 years
Time-Based Restricted Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term (in years)					2 years 1 month 6 days
Total unrecognized compensation cost					$ 10,946,000
Performance-Based Restricted Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term (in years)					2 years 2 months 12 days
Vesting period (in years)					3 years
Total unrecognized compensation cost					$ 7,356,000
Market-based Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Per share weighted average price of shares purchased (in dollars per share) \| $ / shares							$ 39.86
Common stock trading period (in days)							20 days
Risk free interest rate							2.20%
Expected volatility rate							44.60%
Stock options and warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock or unit option plan expense					$ 0	$ 0	$ 114,000
Public Stock Offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares sold in offering (in shares) \| shares		5,769,231
Offering price per share (in dollars per share) \| $ / shares		$ 13.00
Aggregate net proceeds from stock offering		$ 74,691,000
Over-Allotment Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares sold in offering (in shares) \| shares		865,384
Offering price per share (in dollars per share) \| $ / shares		$ 13.00
Aggregate net proceeds from stock offering	$ 11,250,000
Series A Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of right (in dollars per share) \| $ / shares								$ 40.00
Number of shares that can be purchased by each right (in shares) \| shares								0.001

Stockholders' Equity - Schedule of restricted stock activity (Details)	12 Months Ended
	Dec. 24, 2021 $ / shares shares
Time-based
Shares
Unvested at beginning (in shares) \| shares	901,318
Granted (in shares) \| shares	377,154
Vested (in shares) \| shares	(592,057)
Forfeited (in shares) \| shares	(68,419)
Unvested at ending (in shares) \| shares	617,996
Weighted Average Grant Date Fair Value
Unvested at beginning (in dollars per share) \| $ / shares	$ 16.14
Granted (in dollars per share) \| $ / shares	31.89
Vested (in dollars per share) \| $ / shares	12.14
Forfeited (in dollars per share) \| $ / shares	27.36
Unvested at ending (in dollars per share) \| $ / shares	$ 28.33
Performance-based
Shares
Unvested at beginning (in shares) \| shares	0
Granted (in shares) \| shares	201,547
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	(14,110)
Unvested at ending (in shares) \| shares	187,437
Weighted Average Grant Date Fair Value
Unvested at beginning (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	32.03
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	32.00
Unvested at ending (in dollars per share) \| $ / shares	$ 32.04
Market-based
Shares
Unvested at beginning (in shares) \| shares	26,952
Granted (in shares) \| shares	199,241
Vested (in shares) \| shares	(24,981)
Forfeited (in shares) \| shares	(16,083)
Unvested at ending (in shares) \| shares	185,129
Weighted Average Grant Date Fair Value
Unvested at beginning (in dollars per share) \| $ / shares	$ 30.16
Granted (in dollars per share) \| $ / shares	31.44
Vested (in dollars per share) \| $ / shares	30.17
Forfeited (in dollars per share) \| $ / shares	31.25
Unvested at ending (in dollars per share) \| $ / shares	$ 31.44

Stockholders' Equity - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020
Shares
Outstanding (in shares)	115,639
Outstanding (in shares)	115,639	115,639
Exercisable (in shares)	115,639
Weighted Average Exercise Price
Outstanding (in usd per share)	$ 20.23
Outstanding (in usd per share)	20.23	$ 20.23
Exercisable (in usd per share)	$ 20.23
Aggregate Intrinsic Value
Outstanding	$ 1,427	$ 2,051
Exercisable	$ 1,427
Weighted Average Remaining Contractual Term (in years)
Outstanding	5 years 2 months 12 days	6 years 2 months 12 days
Exercisable	5 years 2 months 12 days

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Leases [Abstract]
Operating lease cost	$ 26,531	$ 27,521	$ 27,415
Finance lease cost:
Amortization of right-of-use asset	4,667	4,166	308
Interest expense on lease liabilities	555	552	96
Total finance lease cost	5,222	4,718	404
Short-term lease cost	3,491	2,475	2,143
Variable lease cost	3,331	1,990	2,707
Sublease income	(430)	(96)	(514)
Total lease cost, net	$ 38,145	$ 36,608	$ 32,155

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Operating Leases
2022	$ 24,726
2023	21,270
2024	16,897
2025	14,692
2026	12,952
Thereafter	125,886
Total	216,423
Less interest	(73,245)
Present value	143,178
Finance Leases
2022	3,834
2023	3,041
2024	2,512
2025	1,992
2026	1,200
Thereafter	169
Total	12,748
Less interest	(1,146)
Present value	11,602	$ 15,798
Real Estate \| Third Party
Operating Leases
2022	17,085
2023	16,145
2024	14,711
2025	13,644
2026	12,949
Thereafter	125,886
Total	200,420
Real Estate \| Related Party
Operating Leases
2022	509
2023	387
2024	0
2025	0
2026	0
Thereafter	0
Total	896
Vehicles and Equipment
Operating Leases
2022	7,132
2023	4,738
2024	2,186
2025	1,048
2026	3
Thereafter	0
Total	$ 15,107

Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Leases [Abstract]
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Current portion of long-term debt	Current portion of long-term debt
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term debt, net of current portion	Long-term debt, net of current portion
Short-term finance lease liabilities	$ 3,429	$ 4,383
Long-term finance lease liabilities	$ 8,173	$ 11,415

Leases - Additional Information (Details) $ in Thousands	Dec. 24, 2021 USD ($)
Leases [Abstract]
Operating leases, weighted-average lease term (in years)	12 years
Finance leases, weighted-average lease term (in years)	4 years
Operating leases, weighted-average discount rate	6.80%
Finance leases, weighted-average discount rate	4.10%
Lease not yet commenced, contractually obligated payments	$ 9,983

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020	Jun. 25, 2021
Operating Loss Carryforwards [Line Items]
Effective income tax rate (as a percent)	27.30%	32.90%
CARES Act, Income tax refund receivable	$ 21,250
Deferred tax assets, valuation allowance	2,046	$ 2,261
Charitable contribution carryforward	3,865	$ 3,166
State
Operating Loss Carryforwards [Line Items]
Net loss carryforwards	6,328
Valuation against state net operating loss carryforwards	811
Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Net loss carryforwards	1,458
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Net loss carryforwards	7,391
Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Valuation against state net operating loss carryforwards	$ 1,235
CARES Act
Operating Loss Carryforwards [Line Items]
Receivable related to the ETRC			$ (1,418)

Income Taxes - Schedule of provision of income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Current income tax (benefit) expense:
Federal	$ (285)	$ (21,877)	$ 4,003
State	277	(408)	2,144
Total current income tax (benefit) expense	(8)	(22,285)	6,147
Deferred income tax (benefit) expense:
Federal	(2,002)	(10,740)	1,617
Foreign	(22)	50	17
State	179	(7,728)	429
Total deferred income tax (benefit) expense	(1,845)	(18,418)	2,063
Total income tax (benefit) expense	$ (1,853)	$ (40,703)	$ 8,210

Income Taxes - Schedule of income tax reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Income Tax Disclosure [Abstract]
Statutory U.S. Federal tax	$ (1,423)	$ (25,957)	$ 6,805
Differences due to:
State and local taxes, net of federal benefit	(396)	(6,414)	2,078
Change in valuation allowance	(215)	1,354	95
Changes in tax rates	(55)	24	(95)
Federal NOL rate differential	0	(5,212)	0
Stock compensation	(361)	(102)	(676)
Other	597	(4,396)	3
Total income tax (benefit) expense	$ (1,853)	$ (40,703)	$ 8,210

Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Deferred tax assets:
Receivables and inventory	$ 9,425	$ 10,944
Self-insurance reserves	2,211	2,210
Net operating loss carryforwards	15,177	15,413
Debt discount and interest	2,526	3,093
Stock compensation	3,246	1,686
Charitable contribution carryforward	3,865	3,166
Operating lease liabilities	39,335	34,460
Other	1,875	1,307
Total deferred tax assets	77,660	72,279
Deferred tax liabilities:
Property & equipment	(7,808)	(11,289)
Goodwill and intangible assets	(20,648)	(17,709)
Prepaid expenses and other	(1,916)	(2,071)
Operating lease right-of-use assets	(35,862)	(31,414)
Total deferred tax liabilities	(66,234)	(62,483)
Valuation allowance	(2,046)	(2,261)
Total net deferred tax asset	$ 9,380	$ 7,535

Income Taxes - Schedule of operating (loss) income before income taxes for foreign subsidiaries (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Income Tax Disclosure [Abstract]
Foreign subsidiaries operating (loss) income before income taxes	$ (2,420)	$ (4,231)	$ 18

Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Supplemental Cash Flow Elements [Abstract]
Cash paid for income taxes, net of cash received	$ (230)	$ 308	$ 6,046
Cash paid for interest	15,387	18,182	16,271
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	25,111	25,090	25,302
Operating cash flows from finance leases	555	3,856	96
ROU assets obtained in exchange for lease liabilities:
Operating leases	32,741	7,201	155,027
Finance leases	536	16,063	4,183
Non-cash investing and financing activities:
Warrants issued for acquisition	1,120	0	0
Contingent earn-out liabilities for acquisitions	5,500	3,464	7,929
Convertible notes issued for acquisitions	$ 0	$ 0	$ 4,000

Employee Benefit Plans - Narrative (Details) - USD ($)	12 Months Ended
Employee Benefit Plans - Narrative (Details) - USD ($)	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Postemployment Benefits [Abstract]
Employers contribution to employees under 401k plan	50.00%
Maximum employees contribution under 401k plan	6.00%
Capped employers contribution, per associate	$ 2,500
Matching contribution under 401k plan begin vesting period (in years)	1 year
Matching contribution under 401k plan fully vested period (in years)	5 years
Matching contribution under 401k plan	$ 683,000	$ 720,000	$ 1,268,000

Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Related Party Transactions [Abstract]
Ownership interest in facilities owned by entities controlled by company's stockholders (as a percent)	100.00%
Expenses from transactions with related party	$ 493	$ 488	$ 433

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020
Other Commitments [Line Items]
Percentage of employees represented by unions	9.00%
Expiring in fiscal 2022
Other Commitments [Line Items]
Percentage of employees represented by unions	0.90%
Medical Program
Other Commitments [Line Items]
Self insurance reserve	$ 2,373	$ 1,220
Automobiles
Other Commitments [Line Items]
Self insurance reserve	3,980	3,450
Workers Compensation
Other Commitments [Line Items]
Self insurance reserve	$ 7,053	$ 7,696

Valuation Reserves (Details) - USD ($) $ in Thousands	12 Months Ended
Valuation Reserves (Details) - USD ($) $ in Thousands	Dec. 24, 2021	Dec. 25, 2020	Dec. 27, 2019
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 24,027	$ 8,846	$ 7,460
Additions (Recoveries) Charged to Expense	(422)	21,372	4,981
Deductions	(3,345)	(6,191)	(3,595)
Balance at End of Period	20,260	24,027	8,846
Allowance for deferred tax assets
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	2,261	907	812
Additions (Recoveries) Charged to Expense	(215)	1,354	95
Deductions	0	0	0
Balance at End of Period	$ 2,046	$ 2,261	$ 907

Subsequent Events (Details) $ in Thousands	Dec. 28, 2021 USD ($)
CGC Holdings, Inc. \| Subsequent Event
Subsequent Event [Line Items]
Cash amount paid	$ 28,000