0001517175-24-000005 | 10-K | XBRL Viewer

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Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Leases [Abstract]
Operating lease cost	$ 40,523	$ 31,346	$ 26,531
Finance lease cost:
Amortization of right-of-use asset	4,173	3,715	4,667
Interest expense on lease liabilities	726	442	555
Total finance lease cost	4,899	4,157	5,222
Short-term lease cost	12,535	5,481	3,491
Variable lease cost	13,718	7,715	3,331
Sublease income	(1,970)	(1,344)	(430)
Total lease cost, net	$ 69,705	$ 47,355	$ 38,145

Inventories - Narrative (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Inventory Disclosure [Abstract]
Reserves for shrinkage, excess and obsolescence	$ 11,205	$ 9,198

Fair Value Measurements

12 Months Ended

Dec. 29, 2023

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 are predominantly determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. Changes in the fair value of contingent earn-out liabilities are reflected in other operating expenses on the Company’s consolidated statements of operations.

The following table presents the changes in Level 3 contingent earn-out liabilities:



Balance December 24, 2021	$	6,877
Acquisition value	8,700

Cash payments	(6,788)
Changes in fair value	8,505
Balance December 30, 2022	17,294
Acquisition value	5,765

Cash payments	(16,375)
Changes in fair value	3,081
Balance December 29, 2023	$	9,765

The long-term portion of contingent earn-out liabilities was $50 and $10,483 as of December 29, 2023 and December 30, 2022, respectively, and are reflected as other liabilities 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 29, 2023 and December 30, 2022 as these instruments had variable interest rates that reflected current market rates available to the Company and are classified as Level 2 fair value measurements.

The following table presents the carrying value and fair value of the Company’s convertible notes and GreenLeaf Note (more fully described in Note 9). The fair value of the Company’s 2028 Convertible Senior Notes was based on Level 1 inputs. In estimating the fair value of its 2024 Convertible Senior Notes and Convertible Unsecured Note, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion 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 estimate. The fair value of the GreenLeaf Note was determined based upon observable market prices of similar debt instruments. The Convertible Unsecured Note matured in 2023 and was repaid in full.


		December 29, 2023				December 30, 2022
	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
2028 Convertible Senior Notes	Level 1	$	287,500	$	277,354	$	287,500	$	292,531
2024 Convertible Senior Notes	Level 3	$	39,684	$	38,609	$	41,684	$	43,723
GreenLeaf Note	Level 2	$	10,000	$	9,991	$	—	$	—
Convertible Unsecured Note	Level 3	$	—	$	—	$	4,000	$	4,345

- 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

Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Convertible Debt \| Carrying Value \| Fair Value, Inputs, Level 1 \| 2028 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes Payable	$ 287,500	$ 287,500
Convertible Debt \| Carrying Value \| Fair Value Inputs Level 3 \| 2024 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes Payable	39,684	41,684
Convertible Debt \| Fair Value \| Fair Value, Inputs, Level 1 \| 2028 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes Payable	277,354	292,531
Convertible Debt \| Fair Value \| Fair Value Inputs Level 3 \| 2024 Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes Payable	38,609	43,723
Unsecured Debt \| Carrying Value \| Fair Value Inputs Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes Payable	0	4,000
Unsecured Debt \| Carrying Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
GreenLeaf Note	10,000	0
Unsecured Debt \| Fair Value \| Fair Value Inputs Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes Payable	0	4,345
Unsecured Debt \| Fair Value \| Fair Value, Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
GreenLeaf Note	$ 9,991	$ 0

Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 29, 2023	May 01, 2023	Mar. 20, 2023	Dec. 30, 2022	Nov. 01, 2022	Dec. 24, 2021
Business Acquisition [Line Items]
Goodwill	$ 356,021			$ 287,120		$ 221,775
Chef Middle East
Business Acquisition [Line Items]
Current assets					$ 84,076
Goodwill					24,548
Fixed assets					16,953
Right-of-use assets					5,321
Other assets					859
Deferred tax liabilities					(3,600)
Lease liabilities					(5,321)
Current liabilities					(43,841)
Total					116,515
Chef Middle East \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets					25,800
Chef Middle East \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets					11,400
Chef Middle East \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets					$ 320
Hardie’s
Business Acquisition [Line Items]
Current assets			$ 26,366
Goodwill			11,516
Fixed assets			4,986
Right-of-use assets			13,303
Other assets			146
Deferred tax liabilities			0
Lease liabilities			(13,303)
Current liabilities			(19,253)
Total			41,361
Hardie’s \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets			14,000
Hardie’s \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets			3,600
Hardie’s \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets			$ 0
GreenLeaf
Business Acquisition [Line Items]
Current assets		$ 16,069
Goodwill		47,205
Fixed assets		2,231
Right-of-use assets		2,026
Other assets		109
Deferred tax liabilities		0
Lease liabilities		(2,026)
Current liabilities		(9,240)
Total		88,174
GreenLeaf \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets		29,900
GreenLeaf \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets		1,500
GreenLeaf \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets		$ 400
Other Fiscal 2023 Acquisitions
Business Acquisition [Line Items]
Current assets	8,632
Goodwill	8,218
Fixed assets	326
Right-of-use assets	3,258
Other assets	34
Deferred tax liabilities	(236)
Lease liabilities	(3,258)
Current liabilities	(3,506)
Total	17,744
Other Fiscal 2023 Acquisitions \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	4,276
Other Fiscal 2023 Acquisitions \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets	0
Other Fiscal 2023 Acquisitions \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 0

Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Related Party Transaction [Line Items]
Ownership interest in facilities owned by entities controlled by company's stockholders (as a percent)	100.00%
Leased Distribution Facility Owned by CEO
Related Party Transaction [Line Items]
Expense related to distribution facility	$ 617	$ 493	$ 493

Stockholders' Equity - Narrative (Details) - USD ($)		12 Months Ended
Stockholders' Equity - Narrative (Details) - USD ($)	May 12, 2023	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021	Mar. 22, 2020	May 17, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued for acquisitions			$ 1,701,000	$ 1,120,000
Number of shares callable by warrants (in shares)			150,000	150,000
Exercise price of right (in dollars per share)			$ 31.55	$ 31.96
Number of shares available for grant (in shares)		1,087,277				4,230,000
Weighted average remaining term (in years)		10 years
Stock compensation expense		$ 20,042,000	$ 13,602,000	$ 11,479,000
Tax expense (benefit) for stock compensation		580,000	(22,000)	(49,000)
Options exercised during the period, intrinsic value		22,000	63,000
Stock or unit option plan expense		2,175,000	362,000
Compensation expense capitalized		$ 0
Series A Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares that can be purchased by each right (in shares)					0.001
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term (in years)		1 year 7 months 6 days
Fair value of RSAs vested		$ 7,170,000	8,719,000	$ 7,848,000
Total unrecognized compensation cost		$ 18,895,000
Time and Performance Based Grants \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		5 years
Performance-Based Restricted Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term (in years)		1 year 7 months 6 days
Vesting period (in years)		3 years
Total unrecognized compensation cost		$ 9,879,000
Time-Based Restricted Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term (in years)		1 year 6 months
Total unrecognized compensation cost		$ 9,016,000
Stock options and warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		4 years
Stock or unit option plan expense		$ 0	0
Fair value of awards		$ 2,537,000	$ 362,000
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	793,402
Fixed contribution rate	10.00%
ESPP purchase price of common stock, percent of market price	85.00%
Number of shares available for grant (in shares)		793,402

Valuation Reserves

12 Months Ended

Dec. 29, 2023

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 29, 2023, December 30, 2022 and December 24, 2021:


	Balance at Beginning of Period		Additions Charged to Expense		Deductions (1)		Balance at End of Period
Allowance for doubtful accounts
December 29, 2023	$	20,733	$	8,078	$	(7,388)	$	21,423
December 30, 2022	20,260		6,048		(5,575)		20,733
December 24, 2021	24,027		(422)		(3,345)		20,260


Allowance for deferred tax assets
December 29, 2023	$	1,641	$	478	$	—	$	2,119
December 30, 2022	2,046		(405)		—		1,641
December 24, 2021	2,261		(215)		—		2,046

(1) With respect to the allowance for doubtful accounts, the deductions amount is primarily composed of write-offs, less recoveries which are not material.

Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Aug. 23, 2022
Debt Instrument [Line Items]
Finance leases, weighted-average discount rate	0.0651
Unamortized deferred costs and premium	$ (17,339)	$ (20,050)
Total debt obligations	717,987	665,932
Less: current installments	(53,185)	(12,428)
Total long-term debt	$ 664,802	653,504
Senior secured term loan \| Senior secured term loan
Debt Instrument [Line Items]
Effective interest rate	10.96%
Long-term debt	$ 276,250	299,250	$ 300,000
Convertible Debt
Debt Instrument [Line Items]
Long-term debt	327,184	333,184
Unamortized deferred costs and premium	$ (5,915)	(7,249)
Convertible Debt \| 2028 Convertible Senior Notes
Debt Instrument [Line Items]
Effective interest rate	2.77%
Long-term debt	$ 287,500	287,500
Unamortized deferred costs and premium	$ (5,730)	(6,876)
Convertible Debt \| 2024 Convertible senior notes
Debt Instrument [Line Items]
Effective interest rate	2.34%
Long-term debt	$ 39,684	41,684
Unamortized deferred costs and premium	$ (185)	(373)
Asset-based loan facility
Debt Instrument [Line Items]
Effective interest rate	7.51%
Long-term debt	$ 100,000	40,000
Finance leases and other financing obligations
Debt Instrument [Line Items]
Long-term debt	$ 31,892	13,548
Convertible unsecured note
Debt Instrument [Line Items]
Convertible unsecured debt, interest rate	0.00%
Long-term debt	$ 0	$ 4,000

Debt Obligations - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Debt Instrument [Line Items]
Loss on debt extinguishment	$ 0	$ 14,287	$ 0
Convertible Debt
Debt Instrument [Line Items]
Coupon interest	7,578	4,272	3,763
Amortization of deferred costs and premium	1,334	932	913
Loss on debt extinguishment	0	14,145	0
Total interest	$ 8,912	$ 19,349	$ 4,676

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Property and Equipment - Narrative (Details) - USD ($)	12 Months Ended
Property and Equipment - Narrative (Details) - USD ($)	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Property, Plant and Equipment [Abstract]
Book value of equipment under finance leases	$ 20,161,000	$ 11,579,000
Capitalized interest expense	$ 0	$ 0	$ 0

Audit Information	12 Months Ended
Audit Information	Dec. 29, 2023
Audit Information [Abstract]
Auditor Name	BDO USA, P.C.
Auditor Location	Stamford, Connecticut
Auditor Firm ID	243

Debt Obligations - Senior Secured Term Loan Credit Facility (Details) - USD ($) $ in Thousands				12 Months Ended
	Nov. 06, 2023	Aug. 31, 2023	Aug. 23, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021	Mar. 11, 2022
Debt Instrument [Line Items]
Loss on debt extinguishment				$ 0	$ 14,287	$ 0
Payments of debt financing costs				1,739	19,039	$ 1,450
Senior secured term loan \| Asset-based loan facility
Debt Instrument [Line Items]
Prepayment		$ 20,000
Unamortized deferred financing fees written off		$ 770
Asset-based loan facility \| Senior secured term loan
Debt Instrument [Line Items]
Long-term debt			$ 300,000	$ 276,250	$ 299,250
Debt instrument, springing maturity, maximum maturity date, period prior to scheduled maturity date				181 days
Principal amount			40,000				$ 40,000
Loss on debt extinguishment			142
Payments of debt financing costs			10,852
Debt transaction costs			4,498
Asset-based loan facility \| Senior Secured Term Loans 2025
Debt Instrument [Line Items]
Long-term debt			167,391
Debt instrument, incremental borrowing, amount			$ 132,609
Asset-based loan facility \| 2025 Tranche
Debt Instrument [Line Items]
Scheduled principal payments (as a percent)			0.25%
Asset-based loan facility \| Senior Secured Term Loans, Tenth Amendment
Debt Instrument [Line Items]
Payments of debt financing costs	$ 1,385
Debt transaction costs	$ 319

Operations and Basis of Presentation (Details)	12 Months Ended
Operations and Basis of Presentation (Details)	Dec. 29, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	3
Number of reportable segments	1

Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Supplemental Cash Flow Elements [Abstract]
Cash paid for income taxes, net of cash received	$ 17,931	$ 4,275	$ (230)
Cash paid for interest	42,070	27,225	15,387
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	38,471	28,144	25,111
Operating cash flows from finance leases	730	442	555
ROU assets obtained in exchange for lease liabilities:
Operating leases	65,601	49,643	32,741
Finance leases	13,431	2,960	536
Non-cash investing and financing activities:
Warrants issued for acquisition	0	1,701	1,120
Conversion of debt into common stock	0	11,375	0
Common stock issued for acquisitions	2,496	0	0
Contingent earn-out liabilities for acquisitions	5,765	8,700	5,500
Unsecured notes issued for acquisitions	$ 10,000	$ 0	$ 0

Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
Goodwill [Roll Forward]
Beginning balance	$ 287,120	$ 221,775
Goodwill adjustments	1,859	(792)
Acquisitions	66,940	66,249
Foreign currency translation	102	(112)
Ending balance	$ 356,021	$ 287,120

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Leases (Tables)

12 Months Ended

Dec. 29, 2023

Leases [Abstract]

Components of lease expense

The components of net lease cost were as follows:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Operating lease cost	$	40,523	$	31,346	$	26,531
Finance lease cost:
Amortization of right-of-use asset	4,173		3,715		4,667
Interest expense on lease liabilities	726		442		555
Total finance lease cost	$	4,899	$	4,157	$	5,222
Short-term lease cost	12,535		5,481		3,491
Variable lease cost	13,718		7,715		3,331
Sublease income	(1,970)		(1,344)		(430)
Total lease cost, net	$	69,705	$	47,355	$	38,145

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 29, 2023 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2024	$	674	$	30,715	$	6,866	$	38,255	$	6,295
2025	699		27,239		4,614		32,552		5,659
2026	725		25,135		2,666		28,526		4,211
2027	752		23,236		1,928		25,916		3,031
2028	580		21,504		1,407		23,491		2,671
Thereafter	—		155,990		442		156,432		2,583
Total	$	3,430	$	283,819	$	17,923	$	305,172	$	24,450
Less imputed interest							(96,892)		(2,558)
Present value of lease obligations							$	208,280	$	21,892

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 29, 2023 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2024	$	674	$	30,715	$	6,866	$	38,255	$	6,295
2025	699		27,239		4,614		32,552		5,659
2026	725		25,135		2,666		28,526		4,211
2027	752		23,236		1,928		25,916		3,031
2028	580		21,504		1,407		23,491		2,671
Thereafter	—		155,990		442		156,432		2,583
Total	$	3,430	$	283,819	$	17,923	$	305,172	$	24,450
Less imputed interest							(96,892)		(2,558)
Present value of lease obligations							$	208,280	$	21,892

Supplemental balance sheet information

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


	Balance Sheet Location	December 29, 2023		December 30, 2022
Short-term finance lease liabilities	Current portion of long-term debt	$	5,389	$	3,211
Long-term finance lease liabilities	Long-term debt, net of current portion	$	16,503	$	8,120

Acquisitions - Narrative (Details) $ in Thousands				3 Months Ended		12 Months Ended
Acquisitions - Narrative (Details) $ in Thousands	May 01, 2023 USD ($) shares	Mar. 20, 2023 USD ($)	Nov. 01, 2022 USD ($)	Dec. 29, 2023 USD ($)	Sep. 29, 2023 USD ($)	Dec. 29, 2023 USD ($) acquisition	Dec. 30, 2022 USD ($)	Dec. 24, 2021 USD ($)
Business Acquisition [Line Items]
Cash paid for contingent earn-out liabilities						$ 11,625	$ 3,788	$ 83
Increase in goodwill						1,859	(792)
Professional fees						3,481	4,357	$ 450
Asset-based loan facility
Business Acquisition [Line Items]
Long-term debt				$ 100,000		100,000	$ 40,000
GreenLeaf
Business Acquisition [Line Items]
Purchase price	$ 88,174
Cash amount paid	72,157
Net working capital adjustment	3,521
Deferred payments	$ 10,000
Shares of common stock acquired (in shares) \| shares	75,008
Net sales						82,917
Income (loss) before income taxes						$ 7,039
Other acquisitions, aggregate initial purchase price	$ 88,174
GreenLeaf \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	29,900
GreenLeaf \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets	1,500
Useful life of computer software (in years)				5 years		5 years
GreenLeaf \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets	400
Useful life of computer software (in years)				2 years		2 years
GreenLeaf \| Customer relationships and trademark
Business Acquisition [Line Items]
Useful life of computer software (in years)				7 years 2 months 12 days		7 years 2 months 12 days
GreenLeaf \| Common Stock
Business Acquisition [Line Items]
Common stock warrants issued for acquisition	2,496
GreenLeaf \| Asset-based loan facility
Business Acquisition [Line Items]
Long-term debt	$ 40,000
Hardie’s
Business Acquisition [Line Items]
Purchase price		$ 41,361
Cash amount paid		38,000
Net working capital adjustment		(639)
Net sales						$ 194,776
Income (loss) before income taxes						(1,116)
Estimated fair value of contingent earn-out liability		4,000
Estimated fair value of contingent earn-out liability		$ 10,000
Estimated fair value of contingent earn-out liability, term		2 years
Other acquisitions, aggregate initial purchase price		$ 41,361
Hardie’s \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets		$ 14,000
Useful life of computer software (in years)		10 years
Hardie’s \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets		$ 3,600
Useful life of computer software (in years)		5 years
Hardie’s \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets		$ 0
Other Fiscal 2023 Acquisitions
Business Acquisition [Line Items]
Cash amount paid						12,971
Net working capital adjustment						893
Deferred payments						2,215
Net sales						63,369
Estimated fair value of contingent earn-out liability						$ 2,562
Number of acquisitions \| acquisition						3
Other acquisitions, aggregate initial purchase price				$ 17,744		$ 17,744
Goodwill				8,218		8,218
Other Fiscal 2023 Acquisitions \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets				$ 4,276		$ 4,276
Useful life of computer software (in years)				10 years		10 years
Other Fiscal 2023 Acquisitions \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets				$ 0		$ 0
Other Fiscal 2023 Acquisitions \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets				0		0
Other Fiscal 2023 Acquisitions \| Other Fiscal 2023 Acquisition Date Earn-Out Liability
Business Acquisition [Line Items]
Estimated fair value of contingent earn-out liability				1,665		$ 1,665
Chef Middle East
Business Acquisition [Line Items]
Purchase price			$ 116,515
Cash amount paid			108,749
Net working capital adjustment			166
Estimated fair value of contingent earn-out liability			7,600
Other acquisitions, aggregate initial purchase price			116,515
Cash paid for contingent earn-out liabilities				$ 10,000
Increase in goodwill					$ 734
Decrease in inventory					735
Decrease in accrued liabilities					314
Decrease in other assets					82
Decrease in deferred tax liabilities					$ 35
Chef Middle East \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets			$ 25,800
Useful life of computer software (in years)			10 years
Chef Middle East \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets			$ 11,400
Useful life of computer software (in years)			15 years
Chef Middle East \| Non-compete agreements
Business Acquisition [Line Items]
Finite-lived intangible assets			$ 320
Useful life of computer software (in years)			3 years
Goodwill			$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Cash flows from operating activities:
Net (loss) income	$ 34,590	$ 27,750	$ (4,923)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	32,887	24,332	21,998
Amortization of intangible assets	22,719	13,913	12,967
Provision for allowance for doubtful accounts	8,078	6,048	(422)
Provision (benefit) for deferred income taxes	8,114	9,601	(1,845)
Loss on debt extinguishment	0	14,287	0
Stock compensation	20,042	13,602	11,479
Change in fair value of contingent earn-out liabilities	3,081	8,505	(1,296)
Intangible asset impairment	1,838	0	597
Non-cash interest and other operating activities	5,456	3,037	3,894
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(48,813)	(48,229)	(70,777)
Inventories	(28,759)	(49,931)	(60,799)
Prepaid expenses and other current assets	(7,234)	(17,603)	(2,183)
Accounts payable, accrued liabilities and accrued compensation	19,598	19,163	71,519
Other assets and liabilities	(9,958)	(1,341)	(108)
Net cash provided by (used in) operating activities	61,639	23,134	(19,899)
Cash flows from investing activities:
Capital expenditures	(57,427)	(45,848)	(38,801)
Cash paid for acquisitions, net	(121,884)	(186,175)	(10,190)
Net cash used in investing activities	(179,311)	(232,023)	(48,991)
Cash flows from financing activities:
Payment of debt and other financing obligations	(29,000)	(327,741)	(32,879)
Payment of finance leases	(4,327)	(3,332)	(4,731)
Proceeds from debt issuance	0	587,500	51,750
Payment of deferred financing fees	(1,739)	(19,039)	(1,450)
Proceeds from exercise of stock options	55	69	0
Surrender of shares to pay withholding taxes	(2,134)	(2,674)	(1,829)
Cash paid for contingent earn-out liabilities	(11,625)	(3,788)	(83)
Borrowings under asset-based loan facility and revolving credit facilities	60,000	42,220	0
Payments under asset-based loan facility	(2,220)	(20,000)	(20,000)
Net cash provided by (used in) financing activities	9,010	253,215	(9,222)
Effect of foreign currency on cash and cash equivalents	(260)	(681)	(14)
Net change in cash and cash equivalents	(108,922)	43,645	(78,126)
Cash and cash equivalents at beginning of year	158,800	115,155	193,281
Cash and cash equivalents at end of year	$ 49,878	$ 158,800	$ 115,155

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Fair Value Disclosures [Abstract]
Long-term liability value	$ 50	$ 10,483

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 29, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Operations and Basis of Presentation	12 Months Ended
Operations and Basis of Presentation	Dec. 29, 2023
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 consolidated statement of operations for the fiscal year ended December 30, 2022 contained a 53rd week while all other years presented contain 52 weeks. The Company’s business consists of three operating segments: East, Midwest and West that aggregate into one reportable segment, food product distribution, which is concentrated primarily in the United States. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. Consolidation The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Guidance Not Yet Adopted Improvements to Income Tax Disclosures: In December 2023, the FASB issued guidance designed to improve the transparency and usefulness of income tax disclosures. The amendments include provisions to address the consistency of the income tax rate reconciliation and requirement to disaggregate income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures. Improvements to Reportable Segment Disclosures: In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires entities, including those with one reportable segment, to enhance reportable segment disclosures requirements particularly with respect to significant expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures. 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.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Current assets:
Allowance for accounts receivable	$ 21,423	$ 20,733
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)	39,665,796	38,599,390
Common Stock, outstanding (in shares)	39,665,796	38,599,390

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Deferred tax assets:
Receivables and inventory	$ 11,197	$ 10,574
Self-insurance reserves	3,730	2,846
Net operating loss carryforwards	3,420	5,374
Interest expense carryforward	12,855	7,671
Stock compensation	5,122	4,629
Intangible assets	525	2,796
Charitable contribution carryforward	2,271	2,569
Operating lease liabilities	55,319	44,495
Other	930	527
Total deferred tax assets	95,369	81,481
Deferred tax liabilities:
Property & equipment	(22,483)	(15,602)
Goodwill	(27,660)	(25,539)
Intangible assets	(3,292)	(3,439)
Prepaid expenses and other	(3,391)	(907)
Operating lease right-of-use assets	(50,842)	(40,451)
Total deferred tax liabilities	(107,668)	(85,938)
Valuation allowance	(2,119)	(1,641)
Total net deferred tax liability	$ (14,418)	$ (6,098)

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 29, 2023

Accounting Policies [Abstract]

Schedule of disaggregation of revenue

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


	Fiscal Years Ended
	December 29, 2023				December 30, 2022				December 24, 2021
Center-of-the-plate	$	1,352,230	39.4	%	$	1,126,227	43.1	%	$	877,060	50.2	%
Specialty:
Dry goods	545,451		15.9	%	379,802		14.5	%	238,758		13.7	%
Pastry	410,604		12.0	%	286,035		10.9	%	178,352		10.2	%
Cheeses and charcuterie	253,343		7.4	%	216,173		8.3	%	143,048		8.2	%
Produce	444,749		13.0	%	279,097		10.7	%	120,759		6.9	%
Dairy and eggs	228,582		6.7	%	153,334		5.9	%	79,512		4.6	%
Oils and vinegars	129,194		3.8	%	113,386		4.3	%	71,369		4.1	%
Kitchen supplies	69,610		1.8	%	59,345		2.3	%	36,899		2.1	%
Total specialty	$	2,081,533	60.6	%	$	1,487,172	56.9	%	$	868,697	49.8	%
Total net sales	$	3,433,763	100	%	$	2,613,399	100	%	$	1,745,757	100	%

Summary of Significant Accounting Policies

12 Months Ended

Dec. 29, 2023

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 14 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within selling, general and administrative expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to

customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized.

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


	Fiscal Years Ended
	December 29, 2023				December 30, 2022				December 24, 2021
Center-of-the-plate	$	1,352,230	39.4	%	$	1,126,227	43.1	%	$	877,060	50.2	%
Specialty:
Dry goods	545,451		15.9	%	379,802		14.5	%	238,758		13.7	%
Pastry	410,604		12.0	%	286,035		10.9	%	178,352		10.2	%
Cheeses and charcuterie	253,343		7.4	%	216,173		8.3	%	143,048		8.2	%
Produce	444,749		13.0	%	279,097		10.7	%	120,759		6.9	%
Dairy and eggs	228,582		6.7	%	153,334		5.9	%	79,512		4.6	%
Oils and vinegars	129,194		3.8	%	113,386		4.3	%	71,369		4.1	%
Kitchen supplies	69,610		1.8	%	59,345		2.3	%	36,899		2.1	%
Total specialty	$	2,081,533	60.6	%	$	1,487,172	56.9	%	$	868,697	49.8	%
Total net sales	$	3,433,763	100	%	$	2,613,399	100	%	$	1,745,757	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. Net sales by product category includes estimates of product mix for certain locations that are not yet fully integrated into the Company’s information technology systems as of the reporting date.

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 within accrued liabilities on the Company’s consolidated balance sheets, of $2,459 and $2,206 as of December 29, 2023 and December 30, 2022, 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 $811 and $713 as of December 29, 2023 and December 30, 2022, respectively. Refund liabilities are reflected within accrued liabilities on the Company’s consolidated balance sheets. The Company recognized a corresponding asset of $493 and $442 as of December 29, 2023 and December 30, 2022, respectively, for its right to recover products from customers on settling its refund liabilities. This asset is reflected within inventories 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 $68,294, $40,185 and $28,374 for fiscal 2023, 2022 and 2021, 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 $181,298, $143,435 and $98,697 for fiscal 2023, 2022 and 2021, respectively.

Other Operating Expenses

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

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 uncollectible as well as a portion of trade accounts receivable balances projected to become uncollectible 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.

Inventories

Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or net realizable value. 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. Recorded purchase incentives totaled approximately $48,026, $30,805 and $20,296 for fiscal 2023, 2022 and 2021, 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.

Property and Equipment

Property and equipment 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. Property and equipment are reviewed for impairment in accordance with Accounting Standards Codification (“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 Company has not recorded any impairment of equipment and leasehold improvements in fiscal 2023, 2022 or 2021.

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, “Leases”.

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 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 $12,046 at December 29, 2023 and $11,805 at December 30, 2022.

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 $598 and $448 of such unamortized costs as of December 29, 2023 and December 30, 2022, 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 $17,451 and $20,050 of such unamortized costs as of December 29, 2023 and December 30, 2022, 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 $3,615, $1,290 and $2,299 fiscal 2023, 2022 and 2021, respectively.

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 other operating expenses in the Company’s consolidated statements 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.

During fiscal 2023, the Company recognized a customer relationships intangible asset impairment charge of $1,838, $1,333 net of tax, related to the loss of a significant customer post-acquisition. During fiscal 2021, the Company recorded a $597 impairment charge, $433 net of tax, to fully write-down the net book value of a trademark. 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 2023, 2022 or 2021, 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 maintains four 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.

For the fiscal years ended December 29, 2023, December 30, 2022 and December 24, 2021, 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 during fiscal 2023, 2022 or 2021, indicating that goodwill may be impaired.

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 29, 2023 and December 30, 2022, the Company had valuation allowances of $2,119 and $1,641, 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.

ASC 740, “Income Taxes” 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 more likely than not 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 simulation models, 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.

Net Income per Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts basic net income per share for all the potentially dilutive shares outstanding during the period. Potentially dilutive shares include unexercised stock options, unvested stock-based awards and shares related to warrants and convertible notes outstanding. The dilutive potential common shares for the Company’s stock-based awards and warrants were determined using the treasury stock method. The dilutive potential common shares for the Company’s convertible notes were determined using the if-converted method.

Stock-Based Compensation

The Company determines the accounting classification of stock awards as either a liability or equity in accordance with ASC 480 “Distinguishing Liabilities from Equity” and ASC 718 “Compensation - Stock Compensation.” Stock awards are classified as liabilities when, among other considerations, they require settlement by issuing a variable number of shares. Stock-based compensation for stock awards classified as liabilities is initially measured at the grant date based on the estimated fair value of the ultimate award liability and remeasured each reporting period until settlement, considering the estimable probable outcome at the end of the performance period. The Company measures stock-based compensation for stock awards classified as equity 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. Stock-based compensation expense is presented within selling, general and administrative expenses on the Company’s consolidated statements of operations. 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 model 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. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 or liabilities.

Level 2 - Inputs to the valuation methodology are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the asset and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the underlying assets or liabilities.

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, generally using pricing models or other valuation techniques that reflect management’s judgment and estimates.

Debt Obligations - Asset-Based Loan Facility (Details) - USD ($)		12 Months Ended
	Mar. 11, 2022	Dec. 29, 2023	Jul. 07, 2023	Dec. 30, 2022	Aug. 23, 2022	Jun. 29, 2018
Debt Instrument [Line Items]
Deferred financing fees		$ 17,451,000		$ 20,050,000
Asset-based loan facility \| ABL Credit Agreement
Debt Instrument [Line Items]
Maximum debt borrowing capacity	$ 200,000,000		$ 300,000,000			$ 150,000,000
Deferred financing fees			$ 354,000
Potential principal amount increase	25,000,000
Debt instrument, springing maturity, maximum maturity date, period prior to scheduled maturity date		90 days
Minimum borrowing base	$ 21,000,000
Minimum borrowing base, percentage	10.00%
Minimum consolidated fixed charge coverage ratio	1
Amounts reserved for issuance of letters of credit	$ 27,970,000
Line of credit facility, current borrowing capacity		$ 172,030,000
Asset-based loan facility \| Senior secured term loan
Debt Instrument [Line Items]
Debt instrument, springing maturity, maximum maturity date, period prior to scheduled maturity date		181 days
Principal amount	$ 40,000,000				$ 40,000,000

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 29, 2023

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 24, 2021	$	221,775
Goodwill adjustments (1)	(792)
Acquisitions	66,249
Foreign currency translation	(112)
Carrying amount as of December 30, 2022	287,120
Goodwill adjustments (1)	1,859
Acquisitions	66,940
Foreign currency translation	102
Carrying amount as of December 29, 2023	$	356,021

(1) Goodwill adjustments represent measurement period adjustments related to certain acquisitions completed in that fiscal year and prior years.

Other intangible assets as of December 29, 2023 and December 30, 2022 consisted of the following:


	Weighted Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
December 29, 2023
Customer relationships	100 months	$	251,967	$	(103,042)	$	148,925
Trademarks	147 months	56,257		(20,857)		35,400
Non-compete agreements	18 months	9,299		(8,761)		538
Total		$	317,523	$	(132,660)	$	184,863

December 30, 2022
Customer relationships	117 months	$	205,608	$	(85,447)	$	120,161
Trademarks	165 months	51,137		(16,201)		34,936
Non-compete agreements	25 months	8,899		(8,293)		606
Total		$	265,644	$	(109,941)	$	155,703

During fiscal 2023, the Company recognized a customer relationships intangible asset impairment charge of $1,838, $1,333 net of tax, related to the loss of a significant Hardie’s customer post acquisition. The Company’s valuation of the Hardie’s customer list intangible asset as of the acquisition date, a Level 3 measurement, was based on an income approach using the excess earnings method which requires significant assumptions including future sales forecasts and a discount rate. The impairment charge was measured by reducing its assumption of future sales for the significant customer lost post-acquisition to zero. During 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. These impairment charges are presented within other operating expenses on the consolidated statements of operations.

Amortization expense for other intangibles was $22,719, $13,913 and $12,967 for the fiscal years ended December 29, 2023, December 30, 2022 and December 24, 2021, respectively.

As of December 29, 2023, estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows:


2024	$	23,972
2025	23,431
2026	23,235
2027	22,666
2028	19,898
Thereafter	71,661
Total	$	184,863

Net Income (Loss) per Share (Tables)

12 Months Ended

Dec. 29, 2023

Earnings Per Share [Abstract]

Schedule of net income (loss) per share

The following table sets forth the computation of basic and diluted net income (loss) per common share:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Net income (loss) per share:
Basic	$	0.92	$	0.75	$	(0.13)
Diluted	$	0.88	$	0.73	$	(0.13)
Weighted average common shares:
Basic	37,633,672		37,094,220		36,744,304
Diluted	45,639,220		38,742,328		36,744,304

Reconciliation of net income (loss) per common share:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Numerator:
Net income (loss)	$	34,590	$	27,750	$	(4,923)
Add effect of dilutive securities:
Interest on convertible notes, net of tax	5,399		580		—
Adjusted net income (loss)	$	39,989	$	28,330	$	(4,923)
Denominator:
Weighted average basic common shares outstanding	37,633,672		37,094,220		36,744,304
Dilutive effect of unvested common shares	574,707		638,293		—
Dilutive effect of stock options and warrants	38,024		66,719		—
Dilutive effect of convertible notes	7,392,817		943,096		—
Weighted average diluted common shares outstanding	45,639,220		38,742,328		36,744,304

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 income (loss) per common share because the effect is anti-dilutive are as follows:


	Fiscal Years Ended
	December 29, 2023	December 30, 2022	December 24, 2021
Restricted share awards	532,608	906	306,084
Stock options and warrants	300,000	—	139,198
Convertible notes	—	392,732	4,410,639

Leases - Additional Information (Details)	Dec. 29, 2023
Leases [Abstract]
Operating leases, weighted-average lease term (in years)	10 years 4 months 24 days
Finance leases, weighted-average lease term (in years)	4 years 8 months 12 days
Operating leases, weighted-average discount rate	7.40%
Finance leases, weighted-average discount rate	7.10%

Stockholders' Equity (Tables)

12 Months Ended

Dec. 29, 2023

Stockholders' Equity Note [Abstract]

Schedule of restricted stock activity

The following table reflects the activity of RSAs during the fiscal year ended December 29, 2023:


	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 30, 2022	464,972	$	31.74	335,425	$	32.25	333,114	$	30.30
Granted	234,070	32.66		742,744	33.17		87,942	28.84
Vested	(225,693)	31.77		—	—		—	—
Forfeited	(11,597)	34.29		—	—		—	—
Unvested at December 29, 2023	461,752	$	32.13	1,078,169	$	32.88	421,056	$	30.00

Summary of stock option activity

The following table summarizes stock option activity during the fiscal year ended December 29, 2023:


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




Outstanding December 30, 2022	112,232	$	20.23	$	1,465	3.2

Exercised	(2,705)	20.23

Outstanding December 29, 2023	109,527	$	20.23	$	1,008	2.2
Exercisable at December 29, 2023	109,527	20.23		$	1,008	2.2

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021	Dec. 25, 2020
Operating Loss Carryforwards [Line Items]
CARES Act, Income tax refund receivable	$ 22,966	$ 21,250
Provision for income tax expense (benefit)	20,879	14,139	$ (1,853)
Deferred tax assets, valuation allowance	2,119	1,641
Charitable contribution carryforward	2,271	2,569
Revision of Prior Period, Error Correction, Adjustment
Operating Loss Carryforwards [Line Items]
Provision for income tax expense (benefit)	2,135
Revision of Prior Period, Error Correction, Adjustment \| Pro Forma
Operating Loss Carryforwards [Line Items]
Provision for income tax expense (benefit)		$ 1,308	$ 719	$ 108
Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Net loss carryforwards	2,733
State
Operating Loss Carryforwards [Line Items]
Net loss carryforwards	$ 687

Leases

12 Months Ended

Dec. 29, 2023

Leases [Abstract]

Leases

The components of net lease cost were as follows:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Operating lease cost	$	40,523	$	31,346	$	26,531
Finance lease cost:
Amortization of right-of-use asset	4,173		3,715		4,667
Interest expense on lease liabilities	726		442		555
Total finance lease cost	$	4,899	$	4,157	$	5,222
Short-term lease cost	12,535		5,481		3,491
Variable lease cost	13,718		7,715		3,331
Sublease income	(1,970)		(1,344)		(430)
Total lease cost, net	$	69,705	$	47,355	$	38,145

The maturities of the Company’s lease liabilities for each of the next five fiscal years and thereafter at December 29, 2023 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2024	$	674	$	30,715	$	6,866	$	38,255	$	6,295
2025	699		27,239		4,614		32,552		5,659
2026	725		25,135		2,666		28,526		4,211
2027	752		23,236		1,928		25,916		3,031
2028	580		21,504		1,407		23,491		2,671
Thereafter	—		155,990		442		156,432		2,583
Total	$	3,430	$	283,819	$	17,923	$	305,172	$	24,450
Less imputed interest							(96,892)		(2,558)
Present value of lease obligations							$	208,280	$	21,892

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


	Balance Sheet Location	December 29, 2023		December 30, 2022
Short-term finance lease liabilities	Current portion of long-term debt	$	5,389	$	3,211
Long-term finance lease liabilities	Long-term debt, net of current portion	$	16,503	$	8,120

At December 29, 2023, the weighted-average lease term for operating and finance leases was 10.4 years and 4.7 years, respectively. At December 29, 2023, the weighted-average discount rate for operating and finance leases was 7.4% and 7.1%, respectively.

Leases

The components of net lease cost were as follows:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Operating lease cost	$	40,523	$	31,346	$	26,531
Finance lease cost:
Amortization of right-of-use asset	4,173		3,715		4,667
Interest expense on lease liabilities	726		442		555
Total finance lease cost	$	4,899	$	4,157	$	5,222
Short-term lease cost	12,535		5,481		3,491
Variable lease cost	13,718		7,715		3,331
Sublease income	(1,970)		(1,344)		(430)
Total lease cost, net	$	69,705	$	47,355	$	38,145

The maturities of the Company’s lease liabilities for each of the next five fiscal years and thereafter at December 29, 2023 were as follows:



	Operating Leases								Finance Leases
	Related Party Real Estate		Third Party Real Estate		Vehicles and Equipment		Total		Vehicles and Equipment
2024	$	674	$	30,715	$	6,866	$	38,255	$	6,295
2025	699		27,239		4,614		32,552		5,659
2026	725		25,135		2,666		28,526		4,211
2027	752		23,236		1,928		25,916		3,031
2028	580		21,504		1,407		23,491		2,671
Thereafter	—		155,990		442		156,432		2,583
Total	$	3,430	$	283,819	$	17,923	$	305,172	$	24,450
Less imputed interest							(96,892)		(2,558)
Present value of lease obligations							$	208,280	$	21,892

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


	Balance Sheet Location	December 29, 2023		December 30, 2022
Short-term finance lease liabilities	Current portion of long-term debt	$	5,389	$	3,211
Long-term finance lease liabilities	Long-term debt, net of current portion	$	16,503	$	8,120

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 29, 2023
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.
Segment Reporting	The Company’s business consists of three operating segments: East, Midwest and West that aggregate into one reportable segment, food product distribution, which is concentrated primarily in the United States.
Consolidation	The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Guidance Not Yet Adopted	Improvements to Income Tax Disclosures: In December 2023, the FASB issued guidance designed to improve the transparency and usefulness of income tax disclosures. The amendments include provisions to address the consistency of the income tax rate reconciliation and requirement to disaggregate income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures. Improvements to Reportable Segment Disclosures: In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires entities, including those with one reportable segment, to enhance reportable segment disclosures requirements particularly with respect to significant expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures.
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.
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 14 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within selling, general and administrative expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized. The 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. Net sales by product category includes estimates of product mix for certain locations that are not yet fully integrated into the Company’s information technology systems as of the reporting date. 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 contingent earn-out liabilities, gains and losses on asset disposals, asset impairments, certain third-party deal costs incurred in connection with business acquisitions or financing arrangements and certain other costs.
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 uncollectible as well as a portion of trade accounts receivable balances projected to become uncollectible 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.
Inventories	Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost or net realizable value. 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.
Property and Equipment	Property and equipment 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. Property and equipment are reviewed for impairment in accordance with Accounting Standards Codification (“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 Company has not recorded any impairment of equipment and leasehold improvements in fiscal 2023, 2022 or 2021.
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, “Leases”. 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 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 other operating expenses in the Company’s consolidated statements 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.
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 maintains four 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. For the fiscal years ended December 29, 2023, December 30, 2022 and December 24, 2021, 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.
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.ASC 740, “Income Taxes” 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 more likely than not 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 simulation models, 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.
Net Income per Share	Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts basic net income per share for all the potentially dilutive shares outstanding during the period. Potentially dilutive shares include unexercised stock options, unvested stock-based awards and shares related to warrants and convertible notes outstanding. The dilutive potential common shares for the Company’s stock-based awards and warrants were determined using the treasury stock method. The dilutive potential common shares for the Company’s convertible notes were determined using the if-converted method.
Stock-Based Compensation	The Company determines the accounting classification of stock awards as either a liability or equity in accordance with ASC 480 “Distinguishing Liabilities from Equity” and ASC 718 “Compensation - Stock Compensation.” Stock awards are classified as liabilities when, among other considerations, they require settlement by issuing a variable number of shares. Stock-based compensation for stock awards classified as liabilities is initially measured at the grant date based on the estimated fair value of the ultimate award liability and remeasured each reporting period until settlement, considering the estimable probable outcome at the end of the performance period. The Company measures stock-based compensation for stock awards classified as equity 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. Stock-based compensation expense is presented within selling, general and administrative expenses on the Company’s consolidated statements of operations. 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 model 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. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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 or liabilities. Level 2 - Inputs to the valuation methodology are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the asset and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the underlying assets or liabilities. 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, generally using pricing models or other valuation techniques that reflect management’s judgment and estimates.

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Other Commitments [Line Items]
Percentage of employees represented by unions	4.20%
Expiring In 2024
Other Commitments [Line Items]
Percentage of employees represented by unions	0.80%
Medical Program
Other Commitments [Line Items]
Self insurance reserve	$ 2,050	$ 2,310
Automobiles
Other Commitments [Line Items]
Self insurance reserve	5,554	3,830
Workers Compensation
Other Commitments [Line Items]
Self insurance reserve	$ 13,285	$ 10,544

Debt Obligations - Convertible Unsecured Debt (Details) - USD ($) $ in Thousands			12 Months Ended
	Jun. 29, 2023	Feb. 25, 2019	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Debt Instrument [Line Items]
Repayments of long-term debt			$ 29,000	$ 327,741	$ 32,879
Convertible unsecured note
Debt Instrument [Line Items]
Interest rate, after two-year anniversary		5.00%
Convertible Debt
Debt Instrument [Line Items]
Principal amount			327,184	333,184
Convertible Debt \| Convertible unsecured note
Debt Instrument [Line Items]
Principal amount		$ 4,000	0	4,000
Interest rate		4.50%
Earliest date term (in years)		2 years
Convertible unsecured note
Debt Instrument [Line Items]
Principal amount			$ 0	$ 4,000
Interest rate, after two-year anniversary			0.00%
Repayments of long-term debt	$ 4,049

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 29, 2023
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. Audits The Company is involved in various matters, with respect to some of which the outcome is uncertain. These audits may result in the assessment of additional taxes or other costs 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 $2,050 and $2,310 at December 29, 2023 and December 30, 2022, respectively. The Company’s self-insurance reserves for its automobile liability program totaled $5,554 and $3,830 at December 29, 2023 and December 30, 2022, respectively. Self-insurance reserves for workers’ compensation totaled $13,285 and $10,544 at December 29, 2023 and December 30, 2022, respectively. Workforce As of December 29, 2023, approximately 4.2% 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 2024 and 2025. Approximately 0.8% of the Company’s employees are under a collective bargaining agreement that expires in fiscal 2024.

Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Leases [Abstract]
Short-term finance lease liabilities	$ 5,389	$ 3,211
Long-term finance lease liabilities	$ 16,503	$ 8,120
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

Debt Obligations

12 Months Ended

Dec. 29, 2023

Debt Disclosure [Abstract]

Debt Obligations

Debt obligations as of December 29, 2023 and December 30, 2022 consisted of the following:


	Weighted Average Effective Interest Rate at December 29, 2023		Maturity	December 29, 2023		December 30, 2022
Senior secured term loan	10.96	%	August 2029	$	276,250	$	299,250
2028 Convertible senior notes	2.77	%	December 2028	287,500		287,500
2024 Convertible senior notes	2.34	%	December 2024	39,684		41,684
Asset-based loan facility	7.51	%	March 2027	100,000		40,000
Finance leases and other financing obligations	6.51	%	Various	31,892		13,548
Convertible unsecured note	—	%	June 2023	—		4,000



Unamortized deferred costs and premium				(17,339)		(20,050)
Total debt obligations				717,987		665,932
Less: current installments				(53,185)		(12,428)
Total long-term debt				$	664,802	$	653,504

Maturities of the Company’s debt, excluding finance leases, for each of the next five years and thereafter at December 29, 2023 are as follows:


2024	$	47,684
2025	8,000
2026	3,000
2027	103,000
2028	290,500
Thereafter	261,250
Total	$	713,434

Senior Secured Term Loan Credit Facility

On June 22, 2016, the Company entered 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”). On August 23, 2022, the Company entered into an eighth amendment (“Eighth Amendment”) in an aggregate principal amount of $300,000 maturing on August 23, 2029 (“2029 Term Loans”), comprising of a refinancing of the then existing term loans balance under the Term Loan Credit Agreement of $167,391 and an incremental borrowing of $132,609. The incremental funds are to be used for capital expenditures, permitted acquisitions, working capital, and general corporate purposes of the Company. Substantially all of the Company’s assets are pledged as collateral. On August 31, 2023, the Company made a voluntary prepayment of $20,000 towards the 2029 Term Loans. In connection with the prepayment, the Company wrote-off unamortized deferred financing fees of $770, which were

included in interest expense within the Company’s consolidated statements of operations. On November 6, 2023, the Company entered into a tenth amendment (“Tenth Amendment”) to the Term Loan Credit Agreement which added a provision to allow share repurchases of the Company’s common stock subject to certain restrictive covenants.

Additionally, the Term Credit Agreement includes an accordion which permits the Company to request that the lenders extend additional Term Loans based on certain performance, leverage ratio and other restrictions. The Term Loan Credit Agreement includes a springing maturity of the earlier of August 23, 2029 and the date that is 181 days prior to the schedule maturity date of any individual trance of unsecured indebtedness of which a principal amount in excess of $40,000 remains outstanding on such date.

The interest charged on the 2029 Term Loans is equal to a spread plus, at the Company’s option, either the Alternate Base Rate or the secured overnight financing rate (“SOFR”) for one-, two-, three- or six -month interest periods chosen by the Company. The Company is required to make scheduled principal payments of 0.25% of the original principal amount per quarter.

The Eighth Amendment involved multiple members of a loan syndicate. The Company performed an analysis for each lender in accordance with ASC 470 “Debt” to determine whether the Eighth Amendment resulted in a substantial change to the remaining cash flows which is defined as a change in present value of remaining cash flows of 10% or more. As a result of the analysis, the Company incurred a loss on debt extinguishment of $142 which represents the portion of unamortized deferred financing fees attributable to lenders that exited the loan syndicate. The transaction was accounted for as a modification for existing lenders that participated in the 2029 Term Loans. The Company deferred lender and third-party fees of $10,852 as debt issuance costs to be amortized over the term of the loan. Arrangement and third-party transaction costs of $4,498 were expensed as incurred. A similar analysis was performed on the Tenth Amendment and as a result, the Company accounted for it as a modification and deferred lender fees of $1,385 as debt issuance costs to be amortized over the term of the loan and expensed third-party transaction costs of approximately $319.

The Term Loan Facility contains affirmative covenants, negative covenants and events of default customary for a term loan B facility of this type. Additionally, the Term Loan Facility includes covenants that restrict the Company’s ability to pay dividends subject to compliance with certain baskets and leverage ratio tests.

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. On March 11, 2022, the Company entered into a third amendment to the ABL Credit Agreement which increased the aggregate commitments to $200,000 maturing on March 11, 2027. On July 7, 2023, the Company entered into a sixth amendment to the ABL Credit Agreement which increased the aggregate commitments to $300,000 maturing on March 11, 2027. The sixth amendment to the ABL was accounted for as a debt modification. The Company incurred transaction costs of $354 which were capitalized as deferred financing fees to be amortized over the term of the ABL, presented in other non-current assets in the Company’s consolidated balance sheet.

Borrowings under the ABL have been 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 Company under the ABL is 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 includes a springing maturity date that occurs 90 days prior to the earliest maturity under the Company’s senior secured term loan facility and the date that is 181 days prior to the scheduled maturity date of any individual tranche of unsecured indebtedness of which a principal amount in excess of $40,000 remains outstanding on such date and March 11, 2027.

The interest rate charged on borrowings under the ABL is equal to a spread plus, at the Company’s option, either the Base Rate or a forward-looking term rate based on SOFR for one-, three-, or six-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 ABL Credit Agreement contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. If the amount of availability under the ABL falls below $21,000 or 10% of the Line Cap, as defined as the lessor of the aggregate commitment and the borrowing base, the Company is required to comply with a minimum consolidated fixed charge coverage ratio of 1:1.

As of December 29, 2023, the Company had reserved $27,970 of the ABL for the issuance of letters of credit and funds totaling $172,030 were available for borrowing under the ABL.

2028 Convertible Senior Notes

On December 13, 2022, the Company issued $287,500 aggregate principal amount of 2.375% Convertible Senior Notes (the “2028 Convertible Notes”). The 2028 Senior Notes were issued pursuant to an indenture, dated as of December 13, 2022 (the “2028 Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. Concurrently with the issuance of the 2028 Convertible Notes, the Company entered into separate, privately negotiated transactions (the “Exchange Transactions”) with a limited number of holders of its 1.875% Convertible Senior Notes ( the “2024 Convertible Notes) to exchange or repurchase approximately $158,316 principal amount of 2024 Convertible Notes for an aggregate consideration consisting of approximately $159,709 in cash, which includes accrued interest on the 2024 Convertible Notes, and approximately 324,066 shares of the Company’s common stock. Net proceeds were used for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company.

The Company performed an analysis for each lender in accordance with ASC 470 “Debt” to determine whether the Exchange Transactions resulted in a substantial change to the remaining cash flows which is defined as a change in present value of remaining cash flows or a change in the fair value of the conversion option of more than 10%. As a result of the analysis, the Exchange Transaction was recorded as an extinguishment and the Company incurred a loss on debt extinguishment of $14,145 which is reflected in interest expense on the Company’s consolidated statements of operations in the fiscal year ended December 30, 2022. The Company incurred third party transaction costs of approximately $6,971 which were capitalized as deferred financing fees to be amortized over the term of the 2028 Senior Notes.

The 2028 Convertible Notes bear interest of 2.375% per annum payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. The initial conversion price is approximately $44.27 per share together with cash in lieu of any fractional share. The conversion price is subject to adjustments upon the occurrence of certain events. The 2028 Convertible Notes will mature on December 15, 2028, unless earlier converted or repurchased in accordance with their terms.

Before September 15, 2028, holders of the 2028 Convertible Notes will have the right to convert only upon the occurrence of certain events. From and after September 15, 2028, holders may convert at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

In addition, if the Company undergoes a fundamental change, as described in the 2028 Indenture, holders may require the Company to repurchase for cash all or part of their 2028 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the required repurchase date.

2024 Convertible Senior Notes

On November 22, 2019, the Company issued $150,000 aggregate principal amount of 2024 Convertible Notes pursuant to an indenture, dated as of November 22, 2019 (the “2024 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 2024 Convertible Notes.

On March 1, 2021, the Company issued $50,000 aggregate principal amount of 2024 Convertible Notes at a premium which were offered as an additional issuance and under the same terms as the 2024 Convertible 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 2024 Senior Notes.

The 2024 Convertible 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 2024 Convertible 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 2024 Convertible Notes will mature on December 1, 2024, unless earlier converted or repurchased in accordance with their terms.

The Company may not redeem the 2024 Convertible Notes at its option prior to maturity. In addition, if the Company undergoes a fundamental change, as described in the 2024 Indenture, holders may require the Company to repurchase for cash all or part of their 2024 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2024 Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the required repurchase date.

GreenLeaf Unsecured Note

In connection with the GreenLeaf acquisition, the Company issued a $10,000 unsecured note bearing interest of 4.5%. The principal on the unsecured note is due in two equal installments on April 30, 2024 and 2025 and is presented under the caption “Finance leases and other financing obligations” in the table above.

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 was 4.5% per annum and increased to 5.0% after the two-year anniversary of the closing date. The Unsecured Note matured on June 29, 2023 and was repaid in full, including all accrued interest, for $4,049 in cash.

The net carry value of the Company’s convertible notes as of December 29, 2023 and December 30, 2022 was:


	December 29, 2023						December 30, 2022
	Principal Amount		Unamortized Deferred Costs and Premium		Net Amount		Principal Amount		Unamortized Deferred Costs and Premium		Net Amount
2028 Convertible Senior Notes	$	287,500	$	(5,730)	$	281,770	$	287,500	$	(6,876)	$	280,624
2024 Convertible Senior Notes	39,684		(185)		39,499		41,684		(373)		41,311
Convertible Unsecured Note	—		—		—		4,000		—		4,000
Total	$	327,184	$	(5,915)	$	321,269	$	333,184	$	(7,249)	$	325,935

The components of interest expense on the Company’s convertible notes were as follows:


	Fiscal Years Ended
		December 29, 2023		December 30, 2022		December 24, 2021
Coupon interest		$	7,578	$	4,272	$	3,763
Amortization of deferred costs and premium		1,334		932		913
Loss on extinguishment of debt		—		14,145		—
Total interest		$	8,912	$	19,349	$	4,676

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 29, 2023 USD ($) unit	Dec. 30, 2022 USD ($)	Dec. 24, 2021 USD ($)	Dec. 25, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Deferred revenues	$ 2,459,000	$ 2,206,000
Refund liability	(811,000)	(713,000)
Right to recover product	$ 493,000	442,000
Contract costs, amortization period (in years)	1 year
Cost of sales	$ 2,619,289,000	1,994,763,000	$ 1,355,272,000
Purchase incentives	48,026,000	30,805,000	20,296,000
Capitalized software costs, net of accumulated amortization	12,046,000	11,805,000
Unamortized costs of certain up-front costs	598,000	448,000
Unamortized costs if issuance of other debt instruments	17,451,000	20,050,000
Amortization of debt issuance costs	3,615,000	1,290,000	2,299,000
Intangible asset impairment	1,838,000	0	597,000
Intangible asset impairment, net of tax	$ 1,333,000		433,000
Number of reporting units \| unit	4
Self-insurance stop loss threshold	$ 300,000
Allowance for deferred tax assets
Disaggregation of Revenue [Line Items]
Valuation allowances	2,119,000	1,641,000	2,046,000	$ 2,261,000
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	68,294,000	40,185,000	28,374,000
Shipping and Handling
Disaggregation of Revenue [Line Items]
Cost of sales	$ 181,298,000	$ 143,435,000	$ 98,697,000
Minimum
Disaggregation of Revenue [Line Items]
Payment terms for contracts with customers (in days)	14 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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Retained Earnings
Balance, beginning (in shares) at Dec. 25, 2020		37,274,768
Balance, beginning 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
Shares and warrants issued for acquisitions	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
Balance, ending at Dec. 24, 2021	350,211	$ 380	314,242	(2,022)	37,611
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	27,750				27,750
Stock compensation (in shares)		466,820
Stock compensation	13,240	$ 4	13,236
Conversion of debt to common stock (in shares)		324,066
Conversion of debt to common stock	11,375	$ 3	11,372
Shares and warrants issued for acquisitions	1,701		1,701
Option exercises (in shares)		3,407
Option exercises	69		69
Cumulative translation adjustment	(163)			(163)
Shares surrendered to pay withholding taxes (in shares)		(82,578)
Shares surrendered to pay withholding taxes	$ (2,674)	$ (1)	(2,673)
Balance, ending (in shares) at Dec. 30, 2022	38,599,390	38,599,390
Balance, ending at Dec. 30, 2022	$ 401,509	$ 386	337,947	(2,185)	65,361
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	34,590				34,590
Stock compensation (in shares)		1,053,256
Stock compensation	17,823	$ 10	17,813
Shares issued for acquisitions (in shares)		75,008
Shares and warrants issued for acquisitions	$ 2,495	$ 1	2,494
Option exercises (in shares)	2,705	2,705
Option exercises	$ 55		55
Cumulative translation adjustment	353			353
Shares surrendered to pay withholding taxes (in shares)		(64,563)
Shares surrendered to pay withholding taxes	$ (2,153)	$ (1)	(2,152)
Balance, ending (in shares) at Dec. 29, 2023	39,665,796	39,665,796
Balance, ending at Dec. 29, 2023	$ 454,672	$ 396	$ 356,157	$ (1,832)	$ 99,951

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Income Statement [Abstract]
Net sales	$ 3,433,763	$ 2,613,399	$ 1,745,757
Cost of sales	2,619,289	1,994,763	1,355,272
Gross profit	814,474	618,636	390,485
Selling, general and administrative expenses	704,758	518,219	379,252
Other operating expenses, net	8,773	14,679	422
Operating income	100,943	85,738	10,811
Interest expense	45,474	43,849	17,587
Income (loss) before income taxes	55,469	41,889	(6,776)
Provision for income tax expense (benefit)	20,879	14,139	(1,853)
Net income (loss)	34,590	27,750	(4,923)
Other comprehensive income (loss):
Foreign currency translation adjustments	353	(163)	29
Comprehensive income (loss)	$ 34,943	$ 27,587	$ (4,894)
Net income (loss) per share:
Basic (in dollars per share)	$ 0.92	$ 0.75	$ (0.13)
Diluted (in dollars per share)	$ 0.88	$ 0.73	$ (0.13)
Weighted average common shares outstanding:
Basic (in shares)	37,633,672	37,094,220	36,744,304
Diluted (in shares)	45,639,220	38,742,328	36,744,304

Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 371,801	$ 304,741
Less: accumulated depreciation and amortization	(137,008)	(119,013)
Property and equipment, net	234,793	185,728
Land
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 5,542	5,542
Buildings
Property, Plant and Equipment [Line Items]
Useful Lives	20 years
Equipment, leasehold improvements and software, gross	$ 41,979	39,893
Machinery and equipment
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	38,430	32,107
Computers, data processing and other equipment
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	20,271	18,475
Software
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	47,008	42,609
Leasehold improvements
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 135,767	94,245
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful Lives	7 years
Equipment, leasehold improvements and software, gross	$ 2,636	3,825
Vehicles
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	45,407	31,462
Construction-in-process
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 34,761	$ 36,583
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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Current assets:
Cash and cash equivalents	$ 49,878	$ 158,800
Accounts receivable, net of allowance of $21,423 in 2023 and $20,733 in 2022	334,015	260,167
Inventories	284,528	245,693
Prepaid expenses and other current assets	62,522	56,200
Total current assets	730,943	720,860
Property and equipment, net	234,793	185,728
Operating lease right-of-use assets	192,307	156,629
Goodwill	356,021	287,120
Intangible assets, net	184,863	155,703
Other assets	6,379	3,256
Total assets	1,705,306	1,509,296
Current liabilities:
Accounts payable	200,547	163,397
Accrued liabilities	70,728	54,325
Short-term operating lease liabilities	24,246	19,428
Accrued compensation	37,071	34,167
Current portion of long-term debt	53,185	12,428
Total current liabilities	385,777	283,745
Long-term debt, net of current portion	664,802	653,504
Operating lease liabilities	184,034	151,406
Deferred taxes, net	14,418	6,098
Other liabilities	1,603	13,034
Total liabilities	1,250,634	1,107,787
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 29, 2023 and December 30, 2022, respectively	0	0
Common Stock - $0.01 par value, 100,000,000 shares authorized, 39,665,796 and 38,599,390 shares issued and outstanding at December 29, 2023 and December 30, 2022, respectively	396	386
Additional paid in capital	356,157	337,947
Accumulated other comprehensive loss	(1,832)	(2,185)
Retained earnings	99,951	65,361
Total stockholders’ equity	454,672	401,509
Total liabilities and stockholders’ equity	$ 1,705,306	$ 1,509,296

Inventories	12 Months Ended
Inventories	Dec. 29, 2023
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consist primarily of finished product. Inventory is reflected net of adjustments for shrinkage, excess and obsolescence to approximate their net realizable value totaling $11,205 and $9,198 at December 29, 2023 and December 30, 2022, respectively.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 29, 2023
Postemployment Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans Employee Tax-Deferred Savings Plan The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”) that provides for tax-deferred salary deductions for eligible employees. Employees 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 percent of the employee’s annual salary, or the annual compensation limit set by the Internal Revenue Service, whichever is lower. 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 $3,500, $1,714 and $683, respectively, for fiscal 2023, 2022 and 2021.

Debt Obligations - GreenLeaf Unsecured Note (Details) - USD ($) $ in Thousands	May 01, 2023	Dec. 29, 2023
Unsecured Debt
Debt Instrument [Line Items]
Effective interest rate		4.50%
GreenLeaf
Debt Instrument [Line Items]
Deferred payments	$ 10,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Cover Page - USD ($)

12 Months Ended

Dec. 29, 2023

Feb. 12, 2024

Jun. 30, 2023

Cover [Abstract]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Dec. 29, 2023

Current Fiscal Year End Date

--12-29

Document Transition Report

false

Entity File Number

001-35249

Entity Registrant Name

THE CHEFS’ WAREHOUSE, INC.

Entity Incorporation, State or Country Code

Entity Tax Identification Number

20-3031526

Entity Address, Address Line One

100 East Ridge Road

Entity Address, City or Town

Ridgefield

Entity Address, State or Province

Entity Address, Postal Zip Code

06877

City Area Code

203

Local Phone Number

894-1345

Title of 12(b) Security

Common Stock, par value $0.01

Trading Symbol

CHEF

Security Exchange Name

NASDAQ

Entity Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

ICFR Auditor Attestation Flag

true

Document Financial Statement Error Correction

false

Entity Shell Company

false

Entity Public Float

$ 1,041,670,956

Entity Common Stock, Shares Outstanding

39,673,787

Documents Incorporated by Reference


Document						Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Stockholders expected to be held on May 10, 2024 (“Proxy Statement”)						Part III

Entity Central Index Key

0001517175

Amendment Flag

false

Document Fiscal Period Focus

Document Fiscal Year Focus

2023

Debt Obligations - Schedule of Maturities of the Company's Debt (Details) $ in Thousands	Dec. 29, 2023 USD ($)
Long-term Debt and Lease Obligation, Including Current Maturities [Abstract]
2024	$ 47,684
2025	8,000
2026	3,000
2027	103,000
2028	290,500
Thereafter	261,250
Total	$ 713,434

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Debt Obligations - Schedule of Convertible Senior Notes (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Feb. 25, 2019
Debt Instrument [Line Items]
Unamortized Deferred Costs and Premium	$ (17,339)	$ (20,050)
Total	713,434
Convertible Debt
Debt Instrument [Line Items]
Principal Amount	327,184	333,184
Unamortized Deferred Costs and Premium	(5,915)	(7,249)
Total	321,269	325,935
Convertible Debt \| 2028 Convertible Senior Notes
Debt Instrument [Line Items]
Principal Amount	287,500	287,500
Unamortized Deferred Costs and Premium	(5,730)	(6,876)
Total	281,770	280,624
Convertible Debt \| 2024 Convertible senior notes
Debt Instrument [Line Items]
Principal Amount	39,684	41,684
Unamortized Deferred Costs and Premium	(185)	(373)
Total	39,499	41,311
Convertible Debt \| Convertible unsecured note
Debt Instrument [Line Items]
Principal Amount	0	4,000	$ 4,000
Unamortized Deferred Costs and Premium	0	0
Total	$ 0	$ 4,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Net Income (Loss) per Share - Schedule of Income (Loss) per Share (Details) - $ / shares	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Net income (loss) per share:
Basic (in dollars per share)	$ 0.92	$ 0.75	$ (0.13)
Diluted (in dollars per share)	$ 0.88	$ 0.73	$ (0.13)
Weighted average common shares:
Basic (in shares)	37,633,672	37,094,220	36,744,304
Diluted (in shares)	45,639,220	38,742,328	36,744,304

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- 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

Income Taxes - Schedule of Provision of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Current income tax expense (benefit):
Federal	$ 9,913	$ 1,665	$ (285)
Foreign	838	208	0
State	2,014	2,665	277
Total current income tax expense (benefit)	12,765	4,538	(8)
Deferred income tax expense (benefit):
Federal	4,320	9,571	(2,002)
Foreign	(48)	(4)	(22)
State	3,842	34	179
Total deferred income tax expense (benefit)	8,114	9,601	(1,845)
Total income tax expense (benefit)	$ 20,879	$ 14,139	$ (1,853)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 29, 2023

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:



Balance December 24, 2021	$	6,877
Acquisition value	8,700

Cash payments	(6,788)
Changes in fair value	8,505
Balance December 30, 2022	17,294
Acquisition value	5,765

Cash payments	(16,375)
Changes in fair value	3,081
Balance December 29, 2023	$	9,765

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


		December 29, 2023				December 30, 2022
	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
2028 Convertible Senior Notes	Level 1	$	287,500	$	277,354	$	287,500	$	292,531
2024 Convertible Senior Notes	Level 3	$	39,684	$	38,609	$	41,684	$	43,723
GreenLeaf Note	Level 2	$	10,000	$	9,991	$	—	$	—
Convertible Unsecured Note	Level 3	$	—	$	—	$	4,000	$	4,345

Valuation Reserves (Tables)

12 Months Ended

Dec. 29, 2023

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 29, 2023, December 30, 2022 and December 24, 2021:


	Balance at Beginning of Period		Additions Charged to Expense		Deductions (1)		Balance at End of Period
Allowance for doubtful accounts
December 29, 2023	$	20,733	$	8,078	$	(7,388)	$	21,423
December 30, 2022	20,260		6,048		(5,575)		20,733
December 24, 2021	24,027		(422)		(3,345)		20,260

(1) With respect to the allowance for doubtful accounts, the deductions amount is primarily composed of write-offs, less recoveries which are not material.

Schedule of allowance for deferred tax assets


Allowance for deferred tax assets
December 29, 2023	$	1,641	$	478	$	—	$	2,119
December 30, 2022	2,046		(405)		—		1,641
December 24, 2021	2,261		(215)		—		2,046

Net Income (Loss) per Share - Schedule of Dilutive Securities that have Been Excluded from the Calculation of Diluted Net Income (Loss) (Details) - shares	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Restricted share awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	532,608	906	306,084
Stock options and warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	300,000	0	139,198
Convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares (in shares)	0	392,732	4,410,639

Debt Obligations (Tables)

12 Months Ended

Dec. 29, 2023

Debt Disclosure [Abstract]

Schedule of debt obligations

Debt obligations as of December 29, 2023 and December 30, 2022 consisted of the following:


	Weighted Average Effective Interest Rate at December 29, 2023		Maturity	December 29, 2023		December 30, 2022
Senior secured term loan	10.96	%	August 2029	$	276,250	$	299,250
2028 Convertible senior notes	2.77	%	December 2028	287,500		287,500
2024 Convertible senior notes	2.34	%	December 2024	39,684		41,684
Asset-based loan facility	7.51	%	March 2027	100,000		40,000
Finance leases and other financing obligations	6.51	%	Various	31,892		13,548
Convertible unsecured note	—	%	June 2023	—		4,000



Unamortized deferred costs and premium				(17,339)		(20,050)
Total debt obligations				717,987		665,932
Less: current installments				(53,185)		(12,428)
Total long-term debt				$	664,802	$	653,504

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 29, 2023 are as follows:


2024	$	47,684
2025	8,000
2026	3,000
2027	103,000
2028	290,500
Thereafter	261,250
Total	$	713,434

Schedule of convertible senior notes

The net carry value of the Company’s convertible notes as of December 29, 2023 and December 30, 2022 was:


	December 29, 2023						December 30, 2022
	Principal Amount		Unamortized Deferred Costs and Premium		Net Amount		Principal Amount		Unamortized Deferred Costs and Premium		Net Amount
2028 Convertible Senior Notes	$	287,500	$	(5,730)	$	281,770	$	287,500	$	(6,876)	$	280,624
2024 Convertible Senior Notes	39,684		(185)		39,499		41,684		(373)		41,311
Convertible Unsecured Note	—		—		—		4,000		—		4,000
Total	$	327,184	$	(5,915)	$	321,269	$	333,184	$	(7,249)	$	325,935

Schedule of components of interest expense

The components of interest expense on the Company’s convertible notes were as follows:


	Fiscal Years Ended
		December 29, 2023		December 30, 2022		December 24, 2021
Coupon interest		$	7,578	$	4,272	$	3,763
Amortization of deferred costs and premium		1,334		932		913
Loss on extinguishment of debt		—		14,145		—
Total interest		$	8,912	$	19,349	$	4,676

Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning	$ 17,294	$ 6,877
Acquisition value	5,765	8,700
Cash payments	(16,375)	(6,788)
Changes in fair value	3,081	8,505
Balance at ending	$ 9,765	$ 17,294

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset impairment	$ 1,838	$ 0	$ 597
Intangible asset impairment, net of tax	1,333		433
Amortization expense	$ 22,719	$ 13,913	$ 12,967

Stockholders' Equity

12 Months Ended

Dec. 29, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Warrants

In connection with an acquisition during 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.

In connection with an acquisition during fiscal 2022, the Company issued warrants with a fair value of $1,701 to purchase up to 150,000 shares of the Company’s common stock at an exercise price of $31.55 per share. These warrants expire on December 26, 2025.

2023 Employee Stock Purchase Plan

On May 12, 2023, the Company’s stockholders adopted the Company’s Employee Stock Purchase Plan (the “ESPP”), which permits participants to purchase a total of 793,402 shares of the Company’s common stock through payroll deductions of up to 10% of eligible compensation. The purchase price of the shares will be 85% of the fair market value of the common stock on the date of purchase. The plan does not include any look-back or reset provisions. The first offering period is October 16, 2023 to December 31, 2023. Subsequent offering periods will run bi-annually from January 1st to June 30th and July 1st to December 31st. At December 29, 2023, there were 793,402 shares of common stock available for issuance under the ESPP. The ESPP did not have a material impact on the Company’s consolidated financial statements in fiscal year 2023.

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 4,230,000 shares available for grant. As of December 29, 2023, there were 1,087,277 shares available for grant.

Stock compensation expense was $20,042, $13,602 and $11,479 for the fiscal years ended December 29, 2023, December 30, 2022 and December 24, 2021, respectively. The related tax expense (benefit) for stock-based compensation was $580, $(22) and $(49) for the fiscal years ended December 29, 2023, December 30, 2022 and December 24, 2021, respectively.

The following table reflects the activity of RSAs during the fiscal year ended December 29, 2023:


	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 30, 2022	464,972	$	31.74	335,425	$	32.25	333,114	$	30.30
Granted	234,070	32.66		742,744	33.17		87,942	28.84
Vested	(225,693)	31.77		—	—		—	—
Forfeited	(11,597)	34.29		—	—		—	—
Unvested at December 29, 2023	461,752	$	32.13	1,078,169	$	32.88	421,056	$	30.00

The fair value of RSAs vested during the fiscal years ended December 29, 2023, December 30, 2022 and December 24, 2021, was $7,170, $8,719 and $7,848, 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.

At December 29, 2023, the total unrecognized compensation cost for the Company’s unvested RSAs was $18,895 to be recognized over a weighted-average period of approximately 1.6 years. Of this total, $9,016 related to RSAs with time-based

vesting provisions to be recognized over a weighted average period of 1.5 years and $9,879 related to RSAs with performance- or market-based vesting provisions to be recognized over a weighted average period of 1.6 years.

The following table summarizes stock option activity during the fiscal year ended December 29, 2023:


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




Outstanding December 30, 2022	112,232	$	20.23	$	1,465	3.2

Exercised	(2,705)	20.23

Outstanding December 29, 2023	109,527	$	20.23	$	1,008	2.2
Exercisable at December 29, 2023	109,527	20.23		$	1,008	2.2

The total intrinsic value of options exercised during fiscal 2023 and 2022 was $22 and $63, respectively. There were no options exercised in fiscal 2021. The Company issues new shares upon the exercise of stock options. No stock option expense was recognized during the fiscal years ended December 29, 2023 and December 30, 2022. No compensation expense related to the Company’s RSAs or stock options has been capitalized.

In connection with the CME acquisition, the Company issued stock awards to certain members of the CME management team which were classified as liabilities. These awards vest over a period of up to four years. Stock-based compensation expense for these awards was $2,175 and $362 during the fiscal years ended December 29, 2023 and December 30, 2022, respectively. As of December 29, 2023 and December 30, 2022, the fair value of these awards was $2,537 and $362, respectively, and they are presented within accrued liabilities on the Company’s consolidated balance sheets.

- Definition

The entire disclosure for equity.

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions (Tables)

12 Months Ended

Dec. 29, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of purchase price allocation

The table below sets forth the total assets acquired and liabilities assumed:


	Chef Middle East		Hardie’s		GreenLeaf		Other Fiscal 2023 Acquisitions
Current assets	$	84,076	$	26,366	$	16,069	$	8,632
Customer relationships	25,800		14,000		29,900		4,276
Trademarks	11,400		3,600		1,500		—
Non-compete agreements	320		—		400		—
Goodwill	24,548		11,516		47,205		8,218
Fixed assets	16,953		4,986		2,231		326
Right-of-use assets	5,321		13,303		2,026		3,258
Other assets	859		146		109		34
Deferred tax liabilities	(3,600)		—		—		(236)
Lease liabilities	(5,321)		(13,303)		(2,026)		(3,258)
Current liabilities	(43,841)		(19,253)		(9,240)		(3,506)






Total	$	116,515	$	41,361	$	88,174	$	17,744

Schedule of pro forma consolidated statement of operations information

The pro forma information also reflects additional interest expense that would have been incurred by the Company to finance the acquisitions. Pro forma interest expense was estimated based on the prevailing interest rates charged on the Company’s senior secured term loan during fiscal 2022. CME did not have a pro forma impact during the fiscal year ended December 29, 2023 as it was included in the consolidated results of operations for the entire period.


	Fiscal Years Ended
	December 29, 2023		December 30, 2022
Net sales	$	3,527,947	$	3,150,426
Income before income taxes	$	58,041	$	53,458

Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 32,887	$ 24,332	$ 21,998
Depreciation expense
Property, Plant and Equipment [Line Items]
Depreciation and amortization	26,910	18,572	15,918
Software
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 5,977	$ 5,760	$ 6,080

Income Taxes - Schedule of Income Tax Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Income Tax Disclosure [Abstract]
Statutory U.S. Federal tax	$ 11,648	$ 8,797	$ (1,423)
Differences due to:
State and local taxes, net of federal benefit	3,497	3,251	(396)
Change in valuation allowance	478	(405)	(215)
Foreign rate differential	(2,254)	(560)	0
Loss on debt extinguishment	0	2,982	0
Acquisition costs	509	472	0
Compensation limitation	4,504	0	0
US tax on international operations	929	190	0
Stock compensation	913	(170)	(361)
Other	655	(418)	542
Total income tax expense (benefit)	$ 20,879	$ 14,139	$ (1,853)

Property and Equipment

12 Months Ended

Dec. 29, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment as of December 29, 2023 and December 30, 2022 consisted of the following:



	Useful Lives	December 29, 2023		December 30, 2022
Land	Indefinite	$	5,542	$	5,542
Buildings	20 years	41,979		39,893
Machinery and equipment	5 - 10 years	38,430		32,107
Computers, data processing and other equipment	3 - 7 years	20,271		18,475
Software	3 - 7 years	47,008		42,609
Leasehold improvements	1- 40 years	135,767		94,245
Furniture and fixtures	7 years	2,636		3,825
Vehicles	5 - 10 years	45,407		31,462

Construction-in-process		34,761		36,583
		371,801		304,741
Less: accumulated depreciation and amortization		(137,008)		(119,013)
Property and equipment, net		$	234,793	$	185,728

Construction-in-process at December 29, 2023 related primarily to the build-out of the Company’s Richmond, CA and CME distribution facilities. Construction-in-process at December 30, 2022 related primarily related primarily to the build-outs of the Company’s Miami, Dallas, and Richmond, CA distribution facilities and the implementation of the Company’s Enterprise Resource Planning System.

The net book value of equipment financed under finance leases at December 29, 2023 and December 30, 2022 was $20,161 and $11,579, respectively. No interest expense was capitalized during the fiscal years ended December 29, 2023, December 30, 2022 and December 24, 2021.

The components of depreciation and amortization expense were as follows:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Depreciation expense	$	26,910	$	18,572	$	15,918
Software amortization	$	5,977	$	5,760	$	6,080

Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
Shares
Outstanding (in shares)	112,232
Exercised (in shares)	(2,705)
Outstanding (in shares)	109,527	112,232
Exercisable (in shares)	109,527
Weighted Average Exercise Price
Outstanding (in dollars per share)	$ 20.23
Exercised (in dollars per share)	20.23
Outstanding (in dollars per share)	20.23	$ 20.23
Exercisable (in dollars per share)	$ 20.23
Aggregate Intrinsic Value
Outstanding	$ 1,008	$ 1,465
Exercisable	$ 1,008
Weighted Average Remaining Contractual Term (in years)
Outstanding	2 years 2 months 12 days	3 years 2 months 12 days
Exercisable	2 years 2 months 12 days

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Pay vs Performance Disclosure
Net (loss) income	$ 34,590	$ 27,750	$ (4,923)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 317,523	$ 265,644
Accumulated Amortization	(132,660)	(109,941)
Net Amount	$ 184,863	$ 155,703
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in months)	100 months	117 months
Gross Carrying Amount	$ 251,967	$ 205,608
Accumulated Amortization	(103,042)	(85,447)
Net Amount	$ 148,925	$ 120,161
Trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in months)	147 months	165 months
Gross Carrying Amount	$ 56,257	$ 51,137
Accumulated Amortization	(20,857)	(16,201)
Net Amount	$ 35,400	$ 34,936
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Amortization Period (in months)	18 months	25 months
Gross Carrying Amount	$ 9,299	$ 8,899
Accumulated Amortization	(8,761)	(8,293)
Net Amount	$ 538	$ 606

Income Taxes (Tables)

12 Months Ended

Dec. 29, 2023

Income Tax Disclosure [Abstract]

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

The components of the Company’s income (loss) before income taxes consist of the following:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Domestic	$	40,171	$	40,428	$	(4,356)
Foreign	15,298		1,461		(2,420)
Total	$	55,469	$	41,889	$	(6,776)

Schedule of provision for income taxes

The provision for income taxes consists of the following:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Current income tax expense (benefit):
Federal	$	9,913	$	1,665	$	(285)
Foreign	838		208		—
State	2,014		2,665		277
Total current income tax expense (benefit)	12,765		4,538		(8)
Deferred income tax expense (benefit):
Federal	4,320		9,571		(2,002)
Foreign	(48)		(4)		(22)
State	3,842		34		179
Total deferred income tax expense (benefit)	8,114		9,601		(1,845)
Total income tax expense (benefit)	$	20,879	$	14,139	$	(1,853)

Schedule of income tax reconciliation

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


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Statutory U.S. Federal tax	$	11,648	$	8,797	$	(1,423)
Differences due to:
State and local taxes, net of federal benefit	3,497		3,251		(396)
Change in valuation allowance	478		(405)		(215)
Foreign rate differential	(2,254)		(560)		—
Loss on debt extinguishment	—		2,982		—
Acquisition costs	509		472		—
Compensation limitation	4,504		—		—
US tax on international operations	929		190		—
Stock compensation	913		(170)		(361)
Other	655		(418)		542
Income tax expense (benefit)	$	20,879	$	14,139	$	(1,853)

Schedule of deferred tax assets and liabilities

Deferred tax assets and liabilities at December 29, 2023 and December 30, 2022 consist of the following:


	December 29, 2023		December 30, 2022
Deferred tax assets:
Receivables and inventory	$	11,197	$	10,574

Self-insurance reserves	3,730		2,846


Net operating loss carryforwards	3,420		5,374



Interest expense carryforward	12,855		7,671
Stock compensation	5,122		4,629
Intangible assets	525		2,796
Charitable contribution carryforward	2,271		2,569
Operating lease liabilities	55,319		44,495
Other	930		527
Total deferred tax assets	95,369		81,481

Deferred tax liabilities:
Property & equipment	(22,483)		(15,602)
Goodwill	(27,660)		(25,539)
Intangible assets	(3,292)		(3,439)
Prepaid expenses and other	(3,391)		(907)
Operating lease right-of-use assets	(50,842)		(40,451)
Total deferred tax liabilities	(107,668)		(85,938)
Valuation allowance	(2,119)		(1,641)
Total net deferred tax liability	$	(14,418)	$	(6,098)

Net Income (Loss) per Share - Schedule of Reconciliation of Income (Loss) per Share (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Numerator:
Net (loss) income	$ 34,590	$ 27,750	$ (4,923)
Add effect of dilutive securities:
Interest on convertible notes, net of tax	5,399	580	0
Adjusted net income (loss)	$ 39,989	$ 28,330	$ (4,923)
Denominator:
Weighted average basic common shares outstanding (in shares)	37,633,672	37,094,220	36,744,304
Dilutive effect of unvested common shares (in shares)	574,707	638,293	0
Dilutive effect of stock options and warrants (in shares)	38,024	66,719	0
Dilutive effect of convertible notes (in shares)	7,392,817	943,096	0
Weighted average diluted common shares outstanding (in shares)	45,639,220	38,742,328	36,744,304

Supplemental Disclosures of Cash Flow Information (Tables)

12 Months Ended

Dec. 29, 2023

Supplemental Cash Flow Elements [Abstract]

Schedule of supplemental disclosures of cash flow information


	December 29, 2023		December 30, 2022		December 24, 2021
Cash paid for income taxes, net of cash received	$	17,931	$	4,275	$	(230)
Cash paid for interest	$	42,070	$	27,225	$	15,387
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	38,471	$	28,144	$	25,111
Operating cash flows from finance leases	$	730	$	442	$	555
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	65,601	$	49,643	$	32,741
Finance leases	$	13,431	$	2,960	$	536
Non-cash investing and financing activities:
Warrants issued for acquisition	$	—	$	1,701	$	1,120
Conversion of debt into common stock	$	—	$	11,375	$	—


Common stock issued for acquisitions	$	2,496	$	—	$	—

Contingent earn-out liabilities for acquisitions	$	5,765	$	8,700	$	5,500
Unsecured notes issued for acquisitions	$	10,000	$	—	$	—

Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 29, 2023 USD ($)
Operating Leases
2024	$ 38,255
2025	32,552
2026	28,526
2027	25,916
2028	23,491
Thereafter	156,432
Total	305,172
Less imputed interest	(96,892)
Present value of lease obligations	208,280
Finance Leases
2024	6,295
2025	5,659
2026	4,211
2027	3,031
2028	2,671
Thereafter	2,583
Total	24,450
Less imputed interest	(2,558)
Present value of lease obligations	21,892
Real Estate \| Third Party Real Estate
Operating Leases
2024	30,715
2025	27,239
2026	25,135
2027	23,236
2028	21,504
Thereafter	155,990
Total	283,819
Real Estate \| Related Party Real Estate
Operating Leases
2024	674
2025	699
2026	725
2027	752
2028	580
Thereafter	0
Total	3,430
Vehicles and Equipment
Operating Leases
2024	6,866
2025	4,614
2026	2,666
2027	1,928
2028	1,407
Thereafter	442
Total	$ 17,923

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Postemployment Benefits [Abstract]
Employers contribution to employees under 401k plan	50.00%
Maximum employees contribution under 401k plan	6.00%
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	$ 3,500	$ 1,714	$ 683

Debt Obligations - Convertible Senior Notes (Details) - USD ($)			12 Months Ended
	Dec. 13, 2022	Nov. 22, 2019	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021	Mar. 01, 2021
Debt Instrument [Line Items]
Loss on debt extinguishment			$ 0	$ 14,287,000	$ 0
Payments under revolving credit line			2,220,000	20,000,000	20,000,000
Unamortized costs of certain up-front costs			598,000	448,000
Convertible Debt
Debt Instrument [Line Items]
Loss on debt extinguishment			$ 0	$ 14,145,000	$ 0
Convertible Debt \| 2028 Convertible Senior Notes
Debt Instrument [Line Items]
Principal amount	$ 287,500,000
Interest rate	2.375%
Repayment of outstanding borrowings	$ 158,316,000
Repayments of convertible debt	$ 159,709,000
Public offering (in shares)	324,066
Loss on debt extinguishment	$ 14,145,000
Debt issuance costs	$ 6,971,000
Conversion price (in dollars per share)	$ 44.27
Redemption price, percentage of principal amount (as a percent)	100.00%
Convertible Debt \| 2024 Convertible senior notes
Debt Instrument [Line Items]
Principal amount		$ 150,000,000				$ 50,000,000
Interest rate	1.875%	1.875%
Debt issuance costs		$ 1,350,000
Conversion price (in dollars per share)		$ 44.20
Redemption price, percentage of principal amount (as a percent)		100.00%
Unamortized costs of certain up-front costs		$ 5,082,000
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

Acquisitions

12 Months Ended

Dec. 29, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

GreenLeaf

On May 1, 2023, the Company entered into a stock purchase agreement to acquire substantially all of the equity interests of Oakville Produce Partners, LLC (“GreenLeaf”), a leading produce and specialty food distributor in Northern California. The final purchase price was $88,174 consisting of $72,157 paid in cash at closing, $3,521 paid upon settlement of a net working capital true-up, the issuance of a $10,000 unsecured note and 75,008 shares of the Company’s common stock with an approximate value of $2,496 based on the trading price of the Company’s common stock on the date of acquisition. The acquisition was partially funded by a $40,000 incremental draw on the Company’s asset-based loan facility. All of the goodwill recorded for the GreenLeaf acquisition is deductible for income tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty produce distributor to leverage the Company’s existing products in the markets served by GreenLeaf and any intangible assets that do not qualify for separate recognition, including assembled workforce. The intangible assets acquired consisted of customer relationships, trademarks and non-compete agreements valued at $29,900, $1,500 and $400, respectively, as of the acquisition date. The customer relationships, trademarks and non-compete agreements are being amortized over a weighted average of 7.2 years, 5 years and 2 years, respectively. For the fiscal year ended December 29, 2023, the Company reflected net sales and income before income taxes of $82,917 and $7,039, respectively, for GreenLeaf in its consolidated statement of operations.

Hardie’s Fresh Foods

On March 20, 2023, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Hardie’s F&V, LLC (“Hardie’s”), a specialty produce distributor with operations in Texas. The final purchase price was approximately $41,361, consisting of $38,000 paid in cash at closing, $639 received upon settlement of a net working capital true-up and an earn-out liability valued at approximately $4,000 as of the acquisition date. If earned, the earn-out liability could total up to $10,000 over a two-year period. The payment of the earn-out liability is subject to the successful achievement of certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets. All of the goodwill recorded for the Hardie’s acquisition is deductible for income tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty produce distributor to leverage the Company’s existing products in the markets served by Hardie’s and any intangible assets that do not qualify for separate recognition, including assembled workforce. The intangible assets acquired consisted of

customer relationships and trademarks valued at $14,000 and $3,600, respectively, as of the acquisition date. During fiscal 2023 the Company incurred a customer relationship impairment charge more fully described in Note 8 “Goodwill and Other Intangible Assets.” The remaining customer relationships and trademarks are being amortized over 10 and 5 years, respectively. For the fiscal year ended December 29, 2023, the Company reflected net sales and loss before income taxes of $194,776 and $1,116, respectively, for Hardie’s in its consolidated statement of operations.

Other Fiscal 2023 Acquisitions

During the fiscal year ended December 29, 2023, the Company completed three other acquisitions for an aggregate initial purchase price of approximately $17,744, consisting of $12,971 paid in cash at closing, $893 paid upon settlement of a net working capital adjustment, earn-out liabilities valued at approximately of $1,665 as of the dates of acquisition, and $2,215 of deferred payments. If earned, these earn-out liabilities could total up to $2,562 in the aggregate. The Company’s aggregate purchase price allocations are preliminary and are subject to revision pending the valuations of some elements of the goodwill and intangible assets acquired. These valuations are incomplete as of December 29, 2023 as the Company is currently in the process of completing its assessment of valuation inputs and assumptions as well as opening working capital. When applicable, these valuations require the use of Level 3 inputs. All of the goodwill recorded for these acquisitions of $8,218 is deductible for income tax purposes. The intangible assets acquired consisted of customer relationships valued at $4,276 as of the acquisition dates. The customer relationships are being amortized over 10 years. For the fiscal year ended December 29, 2023, the Company reflected net sales of approximately $63,369 in its consolidated statement of operations. The Company has determined that separate disclosure of income before income taxes is impracticable due to the integration of these businesses into the Company's existing operations.

Chef Middle East

On November 1, 2022, pursuant to a share sale and purchase agreement, the Company acquired substantially all of the shares of Chef Middle East LLC (“CME”), a specialty food distributor with operations in the United Arab Emirates, Qatar and Oman. The final purchase price was approximately $116,515, consisting of $108,749 paid in cash at closing, $166 paid upon settlement of a net working capital true-up, and an earn-out liability valued at $7,600 as of the date of acquisition. The earn-out liability was earned and paid in full during the fourth quarter of fiscal 2023 for a total of $10,000. The measurement period adjustments recorded during fiscal 2023 resulted in a increase in goodwill of $734, a decrease in inventories of $735, decrease in accrued liabilities of $314, a decrease in other assets of $82, and a decrease in deferred tax liabilities of $35. The valuation of tangible and intangible assets acquired has been completed as of December 29, 2023. The intangible assets acquired consisted of customer relationships, trademarks and non-compete agreements valued at $25,800, $11,400 and $320, respectively, as of the acquisition date. The customer relationships, trademarks and non-compete agreements are being amortized over 10, 15 and 3 years, respectively. None of the goodwill recorded for the CME acquisition is deductible for income tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty seafood and produce distributor and any intangible assets that do not qualify for separate recognition.

The table below sets forth the total assets acquired and liabilities assumed:


	Chef Middle East		Hardie’s		GreenLeaf		Other Fiscal 2023 Acquisitions
Current assets	$	84,076	$	26,366	$	16,069	$	8,632
Customer relationships	25,800		14,000		29,900		4,276
Trademarks	11,400		3,600		1,500		—
Non-compete agreements	320		—		400		—
Goodwill	24,548		11,516		47,205		8,218
Fixed assets	16,953		4,986		2,231		326
Right-of-use assets	5,321		13,303		2,026		3,258
Other assets	859		146		109		34
Deferred tax liabilities	(3,600)		—		—		(236)
Lease liabilities	(5,321)		(13,303)		(2,026)		(3,258)
Current liabilities	(43,841)		(19,253)		(9,240)		(3,506)






Total	$	116,515	$	41,361	$	88,174	$	17,744

The Company recognized professional fees related to acquisition activities of $3,481, $4,357 and $450 for fiscal 2023, 2022 and 2021, respectively, presented within other operating expenses, net on the consolidated statements of operations.

Unaudited Pro forma Financial Information

The table below presents select unaudited pro forma consolidated income statement information of the Company as if the GreenLeaf and Hardie’s acquisitions had occurred on December 25, 2021, and the CME acquisition had occurred on December 26, 2020. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisitions. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, any incremental costs for transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisitions. The pro forma information reflects amortization and depreciation of the acquisitions at their respective fair value. The pro forma information also reflects additional interest expense that would have been incurred by the Company to finance the acquisitions. Pro forma interest expense was estimated based on the prevailing interest rates charged on the Company’s senior secured term loan during fiscal 2022. CME did not have a pro forma impact during the fiscal year ended December 29, 2023 as it was included in the consolidated results of operations for the entire period.


	Fiscal Years Ended
	December 29, 2023		December 30, 2022
Net sales	$	3,527,947	$	3,150,426
Income before income taxes	$	58,041	$	53,458

Supplemental Disclosures of Cash Flow Information

12 Months Ended

Dec. 29, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosures of Cash Flow Information


	December 29, 2023		December 30, 2022		December 24, 2021
Cash paid for income taxes, net of cash received	$	17,931	$	4,275	$	(230)
Cash paid for interest	$	42,070	$	27,225	$	15,387
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	38,471	$	28,144	$	25,111
Operating cash flows from finance leases	$	730	$	442	$	555
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	65,601	$	49,643	$	32,741
Finance leases	$	13,431	$	2,960	$	536
Non-cash investing and financing activities:
Warrants issued for acquisition	$	—	$	1,701	$	1,120
Conversion of debt into common stock	$	—	$	11,375	$	—


Common stock issued for acquisitions	$	2,496	$	—	$	—

Contingent earn-out liabilities for acquisitions	$	5,765	$	8,700	$	5,500
Unsecured notes issued for acquisitions	$	10,000	$	—	$	—

Related Parties	12 Months Ended
Related Parties	Dec. 29, 2023
Related Party Transactions [Abstract]
Related Parties	Related Parties The Chefs’ Warehouse Mid-Atlantic, LLC, a subsidiary of the Company, leases a distribution facility that is 100% owned by entities controlled by Christopher Pappas, the Company’s chairman, president and chief executive officer, and John Pappas, the Company’s vice chairman and one of its directors, and are deemed to be affiliates of these individuals. Expense related to this facility was $617 for fiscal 2023 and $493 for fiscal 2022 and 2021. This lease was amended during fiscal 2023 and expires on September 30, 2028.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stockholders' Equity - Schedule of Restricted Stock Activity (Details)	12 Months Ended
	Dec. 29, 2023 $ / shares shares
Time-based
Shares
Unvested at beginning (in shares) \| shares	464,972
Granted (in shares) \| shares	234,070
Vested (in shares) \| shares	(225,693)
Forfeited (in shares) \| shares	(11,597)
Unvested at ending (in shares) \| shares	461,752
Weighted Average Grant Date Fair Value
Unvested at beginning (in dollars per share) \| $ / shares	$ 31.74
Granted (in dollars per share) \| $ / shares	32.66
Vested (in dollars per share) \| $ / shares	31.77
Forfeited (in dollars per share) \| $ / shares	34.29
Unvested at ending (in dollars per share) \| $ / shares	$ 32.13
Performance-based
Shares
Unvested at beginning (in shares) \| shares	335,425
Granted (in shares) \| shares	742,744
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Unvested at ending (in shares) \| shares	1,078,169
Weighted Average Grant Date Fair Value
Unvested at beginning (in dollars per share) \| $ / shares	$ 32.25
Granted (in dollars per share) \| $ / shares	33.17
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Unvested at ending (in dollars per share) \| $ / shares	$ 32.88
Market-based
Shares
Unvested at beginning (in shares) \| shares	333,114
Granted (in shares) \| shares	87,942
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Unvested at ending (in shares) \| shares	421,056
Weighted Average Grant Date Fair Value
Unvested at beginning (in dollars per share) \| $ / shares	$ 30.30
Granted (in dollars per share) \| $ / shares	28.84
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Unvested at ending (in dollars per share) \| $ / shares	$ 30.00

Income Taxes - Schedule of Operating (Loss) Income Before Income Taxes for Foreign Subsidiaries (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 40,171	$ 40,428	$ (4,356)
Foreign	15,298	1,461	(2,420)
Total	$ 55,469	$ 41,889	$ (6,776)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 3,433,763	$ 2,613,399	$ 1,745,757
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	$ 1,352,230	$ 1,126,227	$ 877,060
Center-of-the-plate \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	39.40%	43.10%	50.20%
Total specialty
Disaggregation of Revenue [Line Items]
Net sales	$ 2,081,533	$ 1,487,172	$ 868,697
Total specialty \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	60.60%	56.90%	49.80%
Dry goods
Disaggregation of Revenue [Line Items]
Net sales	$ 545,451	$ 379,802	$ 238,758
Dry goods \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	15.90%	14.50%	13.70%
Pastry
Disaggregation of Revenue [Line Items]
Net sales	$ 410,604	$ 286,035	$ 178,352
Pastry \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	12.00%	10.90%	10.20%
Cheeses and charcuterie
Disaggregation of Revenue [Line Items]
Net sales	$ 253,343	$ 216,173	$ 143,048
Cheeses and charcuterie \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	7.40%	8.30%	8.20%
Produce
Disaggregation of Revenue [Line Items]
Net sales	$ 444,749	$ 279,097	$ 120,759
Produce \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	13.00%	10.70%	6.90%
Dairy and eggs
Disaggregation of Revenue [Line Items]
Net sales	$ 228,582	$ 153,334	$ 79,512
Dairy and eggs \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	6.70%	5.90%	4.60%
Oils and vinegars
Disaggregation of Revenue [Line Items]
Net sales	$ 129,194	$ 113,386	$ 71,369
Oils and vinegars \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	3.80%	4.30%	4.10%
Kitchen supplies
Disaggregation of Revenue [Line Items]
Net sales	$ 69,610	$ 59,345	$ 36,899
Kitchen supplies \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total net sales	1.80%	2.30%	2.10%

Net Income (Loss) per Share

12 Months Ended

Dec. 29, 2023

Earnings Per Share [Abstract]

Net Income (Loss) per Share

The following table sets forth the computation of basic and diluted net income (loss) per common share:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Net income (loss) per share:
Basic	$	0.92	$	0.75	$	(0.13)
Diluted	$	0.88	$	0.73	$	(0.13)
Weighted average common shares:
Basic	37,633,672		37,094,220		36,744,304
Diluted	45,639,220		38,742,328		36,744,304

Reconciliation of net income (loss) per common share:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Numerator:
Net income (loss)	$	34,590	$	27,750	$	(4,923)
Add effect of dilutive securities:
Interest on convertible notes, net of tax	5,399		580		—
Adjusted net income (loss)	$	39,989	$	28,330	$	(4,923)
Denominator:
Weighted average basic common shares outstanding	37,633,672		37,094,220		36,744,304
Dilutive effect of unvested common shares	574,707		638,293		—
Dilutive effect of stock options and warrants	38,024		66,719		—
Dilutive effect of convertible notes	7,392,817		943,096		—
Weighted average diluted common shares outstanding	45,639,220		38,742,328		36,744,304

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


	Fiscal Years Ended
	December 29, 2023	December 30, 2022	December 24, 2021
Restricted share awards	532,608	906	306,084
Stock options and warrants	300,000	—	139,198
Convertible notes	—	392,732	4,410,639

Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Net sales	$ 3,527,947	$ 3,150,426
Income before income taxes	$ 58,041	$ 53,458

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 29, 2023

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 24, 2021	$	221,775
Goodwill adjustments (1)	(792)
Acquisitions	66,249
Foreign currency translation	(112)
Carrying amount as of December 30, 2022	287,120
Goodwill adjustments (1)	1,859
Acquisitions	66,940
Foreign currency translation	102
Carrying amount as of December 29, 2023	$	356,021

(1) Goodwill adjustments represent measurement period adjustments related to certain acquisitions completed in that fiscal year and prior years.

Schedule of other intangible assets

Other intangible assets as of December 29, 2023 and December 30, 2022 consisted of the following:


	Weighted Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
December 29, 2023
Customer relationships	100 months	$	251,967	$	(103,042)	$	148,925
Trademarks	147 months	56,257		(20,857)		35,400
Non-compete agreements	18 months	9,299		(8,761)		538
Total		$	317,523	$	(132,660)	$	184,863

December 30, 2022
Customer relationships	117 months	$	205,608	$	(85,447)	$	120,161
Trademarks	165 months	51,137		(16,201)		34,936
Non-compete agreements	25 months	8,899		(8,293)		606
Total		$	265,644	$	(109,941)	$	155,703

Schedule of estimated future amortization expense

As of December 29, 2023, estimated amortization expense for other intangible assets for each of the next five fiscal years and thereafter is as follows:


2024	$	23,972
2025	23,431
2026	23,235
2027	22,666
2028	19,898
Thereafter	71,661
Total	$	184,863

Goodwill and Other Intangible Assets - Future Amortization (Details) $ in Thousands	Dec. 29, 2023 USD ($)
Estimated amortization in fiscal year:
2024	$ 23,972
2025	23,431
2026	23,235
2027	22,666
2028	19,898
Thereafter	71,661
Total	$ 184,863

Valuation Reserves (Details) - USD ($) $ in Thousands	12 Months Ended
Valuation Reserves (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 24, 2021
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 20,733	$ 20,260	$ 24,027
Additions Charged to Expense	8,078	6,048	(422)
Deductions	(7,388)	(5,575)	(3,345)
Balance at End of Period	21,423	20,733	20,260
Allowance for deferred tax assets
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	1,641	2,046	2,261
Additions Charged to Expense	478	(405)	(215)
Deductions	0	0	0
Balance at End of Period	$ 2,119	$ 1,641	$ 2,046

Income Taxes

12 Months Ended

Dec. 29, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The components of the Company’s income (loss) before income taxes consist of the following:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Domestic	$	40,171	$	40,428	$	(4,356)
Foreign	15,298		1,461		(2,420)
Total	$	55,469	$	41,889	$	(6,776)

The provision for income taxes consists of the following:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Current income tax expense (benefit):
Federal	$	9,913	$	1,665	$	(285)
Foreign	838		208		—
State	2,014		2,665		277
Total current income tax expense (benefit)	12,765		4,538		(8)
Deferred income tax expense (benefit):
Federal	4,320		9,571		(2,002)
Foreign	(48)		(4)		(22)
State	3,842		34		179
Total deferred income tax expense (benefit)	8,114		9,601		(1,845)
Total income tax expense (benefit)	$	20,879	$	14,139	$	(1,853)

The Company’s fiscal 2020 income tax provision reflects the impact of an expected income tax refund receivable of $22,966 and $21,250 which is reflected in prepaid expenses and other current assets on the Company’s consolidated balance sheets as

of December 29, 2023 and December 30, 2022, respectively, as a result of the five year carryback allowed under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).

The IRS is experiencing significant processing delays driven by an increase in net operating loss carryback requests as a result of the CARES Act, along with other factors. As a result, the processing and expected receipt of the federal income tax refund receivable has been significantly delayed. The Company is currently working with IRS Taxpayer’s Advocate Services and consultants to resolve the processing issue. While progress has been made with the IRS and the Company expects to receive the refunds within one year, the exact timing of receipt is difficult to predict.

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


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Statutory U.S. Federal tax	$	11,648	$	8,797	$	(1,423)
Differences due to:
State and local taxes, net of federal benefit	3,497		3,251		(396)
Change in valuation allowance	478		(405)		(215)
Foreign rate differential	(2,254)		(560)		—
Loss on debt extinguishment	—		2,982		—
Acquisition costs	509		472		—
Compensation limitation	4,504		—		—
US tax on international operations	929		190		—
Stock compensation	913		(170)		(361)
Other	655		(418)		542
Income tax expense (benefit)	$	20,879	$	14,139	$	(1,853)

During the third quarter of fiscal 2023, immaterial errors were identified in the calculation of the provision for income tax expense (benefit) for fiscal 2022, 2021 and 2020. The Company recorded an out of period adjustment of $2,135 to the provision for income tax expense in fiscal 2023. The impact of these errors on prior periods would be to increase the provision for income tax expense by $1,308 for fiscal 2022 and to reduce the provision for income tax benefit by $719 and $108 for fiscal 2021 and 2020, respectively.

Deferred tax assets and liabilities at December 29, 2023 and December 30, 2022 consist of the following:


	December 29, 2023		December 30, 2022
Deferred tax assets:
Receivables and inventory	$	11,197	$	10,574

Self-insurance reserves	3,730		2,846


Net operating loss carryforwards	3,420		5,374



Interest expense carryforward	12,855		7,671
Stock compensation	5,122		4,629
Intangible assets	525		2,796
Charitable contribution carryforward	2,271		2,569
Operating lease liabilities	55,319		44,495
Other	930		527
Total deferred tax assets	95,369		81,481

Deferred tax liabilities:
Property & equipment	(22,483)		(15,602)
Goodwill	(27,660)		(25,539)
Intangible assets	(3,292)		(3,439)
Prepaid expenses and other	(3,391)		(907)
Operating lease right-of-use assets	(50,842)		(40,451)
Total deferred tax liabilities	(107,668)		(85,938)
Valuation allowance	(2,119)		(1,641)
Total net deferred tax liability	$	(14,418)	$	(6,098)

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 2020 through 2023 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 2023. For state tax purposes, the 2019 through 2023 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 29, 2023, the Company had a valuation allowance of $2,119, which consisted of foreign net operating loss carryforwards as it is not expected to be fully realizable in the future.

The Company’s Canada net operating loss carryforward of $2,733 expires at various dates between fiscal 2036 and 2042. The Company’s state net operating loss carryforwards of $687 expire at various dates, the earliest of which expire in fiscal 2026 while others are indefinite-lived. The Company’s charitable contributions carry forward of $2,271 expire between fiscal 2025 and 2027.

The Company is permanently reinvesting the earnings of its foreign operations. The accumulated undistributed earnings of its foreign subsidiaries are immaterial, as a majority of such earnings have been taxed in the U.S.

As of December 29, 2023 and December 30, 2022, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Property and Equipment (Tables)

12 Months Ended

Dec. 29, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment as of December 29, 2023 and December 30, 2022 consisted of the following:



	Useful Lives	December 29, 2023		December 30, 2022
Land	Indefinite	$	5,542	$	5,542
Buildings	20 years	41,979		39,893
Machinery and equipment	5 - 10 years	38,430		32,107
Computers, data processing and other equipment	3 - 7 years	20,271		18,475
Software	3 - 7 years	47,008		42,609
Leasehold improvements	1- 40 years	135,767		94,245
Furniture and fixtures	7 years	2,636		3,825
Vehicles	5 - 10 years	45,407		31,462

Construction-in-process		34,761		36,583
		371,801		304,741
Less: accumulated depreciation and amortization		(137,008)		(119,013)
Property and equipment, net		$	234,793	$	185,728

The components of depreciation and amortization expense were as follows:


	Fiscal Years Ended
	December 29, 2023		December 30, 2022		December 24, 2021
Depreciation expense	$	26,910	$	18,572	$	15,918
Software amortization	$	5,977	$	5,760	$	6,080