☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-3031526
|
||
(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
||
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100 East Ridge Road,
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Ridgefield,
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Connecticut
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06877
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01
|
CHEF
|
Nasdaq
|
Large accelerated filer
|
☒
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Accelerated filer
|
☐
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Non-accelerated filer
|
☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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June 28, 2019
(unaudited) |
|
December 28, 2018
|
||||
ASSETS
|
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
24,294
|
|
|
$
|
42,410
|
|
Accounts receivable, net of allowance of $7,993 in 2019 and $7,460 in 2018
|
157,461
|
|
|
161,758
|
|
||
Inventories, net
|
122,592
|
|
|
112,614
|
|
||
Prepaid expenses and other current assets
|
12,650
|
|
|
11,953
|
|
||
Total current assets
|
316,997
|
|
|
328,735
|
|
||
Equipment, leasehold improvements and software, net
|
90,198
|
|
|
85,276
|
|
||
Operating lease right-of-use assets
|
128,922
|
|
|
—
|
|
||
Goodwill
|
193,526
|
|
|
184,280
|
|
||
Intangible assets, net
|
144,420
|
|
|
130,033
|
|
||
Other assets
|
3,688
|
|
|
4,074
|
|
||
Total assets
|
$
|
877,751
|
|
|
$
|
732,398
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
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Current liabilities:
|
|
|
|
|
|
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Accounts payable
|
$
|
86,814
|
|
|
$
|
87,799
|
|
Accrued liabilities
|
24,787
|
|
|
24,810
|
|
||
Short-term operating lease liabilities
|
16,554
|
|
|
—
|
|
||
Accrued compensation
|
10,779
|
|
|
12,872
|
|
||
Current portion of long-term debt
|
304
|
|
|
61
|
|
||
Total current liabilities
|
139,238
|
|
|
125,542
|
|
||
Long-term debt, net of current portion
|
281,628
|
|
|
278,169
|
|
||
Operating lease liabilities
|
121,846
|
|
|
—
|
|
||
Deferred taxes, net
|
10,153
|
|
|
9,601
|
|
||
Other liabilities and deferred credits
|
7,491
|
|
|
10,410
|
|
||
Total liabilities
|
560,356
|
|
|
423,722
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred Stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding June 28, 2019 and December 28, 2018
|
—
|
|
|
—
|
|
||
Common Stock, $0.01 par value, 100,000,000 shares authorized, 30,291,364 and 29,968,483 shares issued and outstanding at June 28, 2019 and December 28, 2018, respectively
|
303
|
|
|
300
|
|
||
Additional paid-in capital
|
209,016
|
|
|
207,326
|
|
||
Accumulated other comprehensive loss
|
(2,048
|
)
|
|
(2,221
|
)
|
||
Retained earnings
|
110,124
|
|
|
103,271
|
|
||
Stockholders’ equity
|
317,395
|
|
|
308,676
|
|
||
Total liabilities and stockholders’ equity
|
$
|
877,751
|
|
|
$
|
732,398
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
Net sales
|
$
|
411,420
|
|
|
$
|
370,442
|
|
|
$
|
768,447
|
|
|
$
|
689,057
|
|
Cost of sales
|
304,945
|
|
|
277,202
|
|
|
571,783
|
|
|
516,295
|
|
||||
Gross profit
|
106,475
|
|
|
93,240
|
|
|
196,664
|
|
|
172,762
|
|
||||
Operating expenses
|
90,939
|
|
|
78,292
|
|
|
174,978
|
|
|
152,074
|
|
||||
Operating income
|
15,536
|
|
|
14,948
|
|
|
21,686
|
|
|
20,688
|
|
||||
Interest expense
|
4,845
|
|
|
5,381
|
|
|
9,396
|
|
|
10,360
|
|
||||
Loss on asset disposal
|
6
|
|
|
30
|
|
|
40
|
|
|
30
|
|
||||
Income before income taxes
|
10,685
|
|
|
9,537
|
|
|
12,250
|
|
|
10,298
|
|
||||
Provision for income tax expense
|
2,939
|
|
|
2,718
|
|
|
3,370
|
|
|
2,935
|
|
||||
Net income
|
$
|
7,746
|
|
|
$
|
6,819
|
|
|
$
|
8,880
|
|
|
$
|
7,363
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
118
|
|
|
(281
|
)
|
|
173
|
|
|
(1,203
|
)
|
||||
Comprehensive income
|
$
|
7,864
|
|
|
$
|
6,538
|
|
|
$
|
9,053
|
|
|
$
|
6,160
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Diluted
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
29,527,167
|
|
|
28,166,875
|
|
|
29,492,138
|
|
|
28,144,782
|
|
||||
Diluted
|
29,848,285
|
|
|
29,595,247
|
|
|
29,844,614
|
|
|
28,311,549
|
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance December 28, 2018
|
29,968,483
|
|
|
$
|
300
|
|
|
$
|
207,326
|
|
|
$
|
(2,221
|
)
|
|
$
|
103,271
|
|
|
$
|
308,676
|
|
Cumulative effect adjustment due to adoption of new accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,027
|
)
|
|
(2,027
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,134
|
|
|
1,134
|
|
|||||
Stock compensation
|
(23,680
|
)
|
|
—
|
|
|
915
|
|
|
—
|
|
|
—
|
|
|
915
|
|
|||||
Exercise of stock options
|
20,383
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
—
|
|
|
412
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Shares surrendered to pay withholding taxes
|
(24,002
|
)
|
|
—
|
|
|
(742
|
)
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
|||||
Balance March 29, 2019
|
29,941,184
|
|
|
$
|
300
|
|
|
$
|
207,911
|
|
|
$
|
(2,166
|
)
|
|
$
|
102,378
|
|
|
$
|
308,423
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,746
|
|
|
7,746
|
|
|||||
Stock compensation
|
346,915
|
|
|
3
|
|
|
1,085
|
|
|
—
|
|
|
—
|
|
|
1,088
|
|
|||||
Exercise of stock options
|
7,193
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|||||
Shares surrendered to pay withholding taxes
|
(3,928
|
)
|
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
||||||
Balance June 28, 2019
|
30,291,364
|
|
|
$
|
303
|
|
|
$
|
209,016
|
|
|
$
|
(2,048
|
)
|
|
$
|
110,124
|
|
|
$
|
317,395
|
|
Balance December 29, 2017
|
28,442,208
|
|
|
$
|
284
|
|
|
$
|
166,997
|
|
|
$
|
(1,549
|
)
|
|
$
|
82,869
|
|
|
$
|
248,601
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|
544
|
|
|||||
Stock compensation
|
284,618
|
|
|
3
|
|
|
834
|
|
|
—
|
|
|
—
|
|
|
837
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(922
|
)
|
|
—
|
|
|
(922
|
)
|
|||||
Shares surrendered to pay withholding taxes
|
(20,100
|
)
|
|
—
|
|
|
(472
|
)
|
|
—
|
|
|
—
|
|
|
(472
|
)
|
|||||
Balance March 30, 2018
|
28,706,726
|
|
|
$
|
287
|
|
|
$
|
167,359
|
|
|
$
|
(2,471
|
)
|
|
$
|
83,413
|
|
|
$
|
248,588
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,819
|
|
|
6,819
|
|
|||||
Stock compensation
|
23,547
|
|
|
—
|
|
|
1,072
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
(281
|
)
|
|||||
Shares surrendered to pay withholding taxes
|
(4,200
|
)
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||
Balance June 29, 2018
|
28,726,073
|
|
|
$
|
287
|
|
|
$
|
168,332
|
|
|
$
|
(2,752
|
)
|
|
$
|
90,232
|
|
|
$
|
256,099
|
|
|
Twenty-six Weeks Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
8,880
|
|
|
$
|
7,363
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation
|
6,055
|
|
|
4,500
|
|
||
Amortization
|
6,184
|
|
|
5,983
|
|
||
Provision for allowance for doubtful accounts
|
1,914
|
|
|
1,646
|
|
||
Non-cash operating lease expense
|
1,151
|
|
|
471
|
|
||
Deferred taxes
|
1,332
|
|
|
185
|
|
||
Amortization of deferred financing fees
|
1,044
|
|
|
1,102
|
|
||
Stock compensation
|
2,003
|
|
|
1,909
|
|
||
Change in fair value of contingent earn-out liability
|
2,795
|
|
|
228
|
|
||
Loss on asset disposal
|
40
|
|
|
30
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
7,424
|
|
|
(173
|
)
|
||
Inventories
|
(7,965
|
)
|
|
(10,182
|
)
|
||
Prepaid expenses and other current assets
|
(640
|
)
|
|
1,524
|
|
||
Accounts payable, accrued liabilities and accrued compensation
|
(5,482
|
)
|
|
5,692
|
|
||
Other assets and liabilities
|
(2,845
|
)
|
|
(1,360
|
)
|
||
Net cash provided by operating activities
|
21,890
|
|
|
18,918
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(8,549
|
)
|
|
(5,545
|
)
|
||
Proceeds from asset disposals
|
—
|
|
|
30
|
|
||
Cash paid for acquisitions, net of cash received
|
(28,292
|
)
|
|
(11,899
|
)
|
||
Net cash used in investing activities
|
(36,841
|
)
|
|
(17,414
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt, finance lease and other financing obligations
|
(1,716
|
)
|
|
(2,248
|
)
|
||
Cash paid for deferred financing fees
|
—
|
|
|
(534
|
)
|
||
Proceeds from exercise of stock options
|
558
|
|
|
—
|
|
||
Surrender of shares to pay withholding taxes
|
(868
|
)
|
|
(571
|
)
|
||
Cash paid for contingent earn-out liability
|
(200
|
)
|
|
—
|
|
||
Payments under revolving credit facility
|
(960
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(3,186
|
)
|
|
(3,353
|
)
|
||
Effect of foreign currency translation on cash and cash equivalents
|
21
|
|
|
(62
|
)
|
||
Net decrease in cash and cash equivalents
|
(18,116
|
)
|
|
(1,911
|
)
|
||
Cash and cash equivalents-beginning of period
|
42,410
|
|
|
41,504
|
|
||
Cash and cash equivalents-end of period
|
$
|
24,294
|
|
|
$
|
39,593
|
|
•
|
apply hindsight in determining the lease term of its leases;
|
•
|
not reassess whether any expired or existing contracts are or contain leases;
|
•
|
not reassess the lease classification of any expired or existing leases; and
|
•
|
not reassess initial direct costs for any existing leases.
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||||||||||||||
Center-of-the-Plate
|
$
|
183,513
|
|
|
44.6
|
%
|
|
$
|
160,126
|
|
|
43.2
|
%
|
|
$
|
340,128
|
|
|
44.3
|
%
|
|
$
|
301,868
|
|
|
43.8
|
%
|
Dry Goods
|
72,764
|
|
|
17.7
|
%
|
|
65,302
|
|
|
17.6
|
%
|
|
136,519
|
|
|
17.8
|
%
|
|
119,974
|
|
|
17.4
|
%
|
||||
Pastry
|
56,532
|
|
|
13.7
|
%
|
|
51,483
|
|
|
13.9
|
%
|
|
106,737
|
|
|
13.9
|
%
|
|
95,160
|
|
|
13.8
|
%
|
||||
Cheese and Charcuterie
|
41,218
|
|
|
10.0
|
%
|
|
39,105
|
|
|
10.6
|
%
|
|
76,573
|
|
|
10.0
|
%
|
|
72,016
|
|
|
10.5
|
%
|
||||
Dairy and Eggs
|
28,671
|
|
|
7.0
|
%
|
|
27,499
|
|
|
7.4
|
%
|
|
54,285
|
|
|
7.1
|
%
|
|
50,267
|
|
|
7.3
|
%
|
||||
Oils and Vinegar
|
20,937
|
|
|
5.1
|
%
|
|
19,643
|
|
|
5.3
|
%
|
|
39,630
|
|
|
5.2
|
%
|
|
36,518
|
|
|
5.3
|
%
|
||||
Kitchen Supplies
|
7,785
|
|
|
1.9
|
%
|
|
7,284
|
|
|
2.0
|
%
|
|
14,575
|
|
|
1.7
|
%
|
|
13,254
|
|
|
1.9
|
%
|
||||
Total
|
$
|
411,420
|
|
|
100
|
%
|
|
$
|
370,442
|
|
|
100
|
%
|
|
$
|
768,447
|
|
|
100
|
%
|
|
$
|
689,057
|
|
|
100
|
%
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Diluted
|
$
|
0.26
|
|
|
$
|
0.24
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
29,527,167
|
|
|
28,166,875
|
|
|
29,492,138
|
|
|
28,144,782
|
|
||||
Diluted
|
29,848,285
|
|
|
29,595,247
|
|
|
29,844,614
|
|
|
28,311,549
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
7,746
|
|
|
$
|
6,819
|
|
|
$
|
8,880
|
|
|
$
|
7,363
|
|
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on convertible notes, net of tax
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
||||
Net income available to common shareholders
|
$
|
7,746
|
|
|
$
|
6,983
|
|
|
$
|
8,880
|
|
|
$
|
7,363
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average basic common shares outstanding
|
29,527,167
|
|
|
28,166,875
|
|
|
29,492,138
|
|
|
28,144,782
|
|
||||
Dilutive effect of unvested common shares
|
321,118
|
|
|
190,998
|
|
|
352,476
|
|
|
166,767
|
|
||||
Dilutive effect of convertible notes
|
—
|
|
|
1,237,374
|
|
|
—
|
|
|
—
|
|
||||
Weighted average diluted common shares outstanding
|
29,848,285
|
|
|
29,595,247
|
|
|
29,844,614
|
|
|
28,311,549
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||
Restricted share awards (“RSAs”)
|
148,793
|
|
|
—
|
|
|
74,291
|
|
|
5,762
|
|
Convertible notes
|
91,053
|
|
|
—
|
|
|
91,053
|
|
|
1,237,374
|
|
|
Del Monte
|
|
Fells Point
|
|
Bassian
|
|
Other Acquisitions
|
|
Total
|
||||||||||
Balance December 28, 2018
|
$
|
—
|
|
|
$
|
3,649
|
|
|
$
|
—
|
|
|
$
|
1,441
|
|
|
$
|
5,090
|
|
Acquisition value
|
—
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
|||||
Cash payments
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|||||
Changes in fair value
|
200
|
|
|
1,760
|
|
|
85
|
|
|
750
|
|
|
2,795
|
|
|||||
Balance June 28, 2019
|
$
|
—
|
|
|
$
|
5,409
|
|
|
$
|
2,885
|
|
|
$
|
2,191
|
|
|
$
|
10,485
|
|
|
|
June 28, 2019
|
||||||
|
|
Carrying Value
|
|
Fair Value
|
||||
Convertible unsecured note
|
|
$
|
4,000
|
|
|
$
|
3,987
|
|
|
Bassian
|
|
|
Current assets (includes cash acquired)
|
$
|
6,656
|
|
Customer relationships
|
13,250
|
|
|
Trademarks
|
6,320
|
|
|
Non-compete agreement
|
940
|
|
|
Goodwill
|
9,149
|
|
|
Fixed assets
|
856
|
|
|
Other assets
|
10
|
|
|
Current liabilities
|
(2,391
|
)
|
|
Earn-out liability
|
(2,800
|
)
|
|
Total consideration
|
$
|
31,990
|
|
|
|
Useful Lives
|
|
June 28, 2019
|
|
December 28, 2018
|
||||
Land
|
|
Indefinite
|
|
$
|
1,170
|
|
|
$
|
1,170
|
|
Buildings
|
|
20 years
|
|
1,292
|
|
|
1,292
|
|
||
Machinery and equipment
|
|
5-10 years
|
|
19,539
|
|
|
17,837
|
|
||
Computers, data processing and other equipment
|
|
3-7 years
|
|
12,615
|
|
|
11,244
|
|
||
Software
|
|
3-7 years
|
|
22,963
|
|
|
22,779
|
|
||
Leasehold improvements
|
|
1-40 years
|
|
64,919
|
|
|
60,565
|
|
||
Furniture and fixtures
|
|
7 years
|
|
3,364
|
|
|
3,268
|
|
||
Vehicles
|
|
5-7 years
|
|
4,164
|
|
|
2,769
|
|
||
Other
|
|
7 years
|
|
95
|
|
|
95
|
|
||
Construction-in-process
|
|
|
|
17,422
|
|
|
15,757
|
|
||
|
|
|
|
147,543
|
|
|
136,776
|
|
||
Less: accumulated depreciation and amortization
|
|
|
|
(57,345
|
)
|
|
(51,500
|
)
|
||
Equipment, leasehold improvements and software, net
|
|
|
|
$
|
90,198
|
|
|
$
|
85,276
|
|
Carrying amount as of December 28, 2018
|
$
|
184,280
|
|
Acquisitions
|
9,207
|
|
|
Foreign currency translation
|
39
|
|
|
Carrying amount as of June 28, 2019
|
$
|
193,526
|
|
June 28, 2019:
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Customer relationships
|
$
|
132,766
|
|
|
$
|
(40,705
|
)
|
|
$
|
92,061
|
|
Non-compete agreements
|
8,519
|
|
|
(7,335
|
)
|
|
1,184
|
|
|||
Trademarks
|
66,215
|
|
|
(15,040
|
)
|
|
51,175
|
|
|||
Total
|
$
|
207,500
|
|
|
$
|
(63,080
|
)
|
|
$
|
144,420
|
|
December 28, 2018:
|
|
|
|
|
|
|
|
|
|||
Customer relationships
|
$
|
119,488
|
|
|
$
|
(36,185
|
)
|
|
$
|
83,303
|
|
Non-compete agreements
|
7,579
|
|
|
(7,251
|
)
|
|
328
|
|
|||
Trademarks
|
59,862
|
|
|
(13,460
|
)
|
|
46,402
|
|
|||
Total
|
$
|
186,929
|
|
|
$
|
(56,896
|
)
|
|
$
|
130,033
|
|
2019
|
$
|
6,560
|
|
2020
|
12,859
|
|
|
2021
|
12,854
|
|
|
2022
|
12,074
|
|
|
2023
|
11,046
|
|
|
Thereafter
|
89,027
|
|
|
Total
|
$
|
144,420
|
|
|
June 28, 2019
|
|
December 28, 2018
|
||||
Senior secured term loan
|
$
|
238,129
|
|
|
$
|
239,745
|
|
Convertible unsecured note
|
4,000
|
|
|
—
|
|
||
Asset based loan facility
|
43,225
|
|
|
44,185
|
|
||
Finance leases and other financing obligations
|
1,629
|
|
|
193
|
|
||
Deferred finance fees and original issue discount
|
(5,051
|
)
|
|
(5,893
|
)
|
||
Total debt obligations
|
281,932
|
|
|
278,230
|
|
||
Less: current installments
|
(304
|
)
|
|
(61
|
)
|
||
Total debt obligations excluding current installments
|
$
|
281,628
|
|
|
$
|
278,169
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||
|
June 28, 2019
|
|
June 28, 2019
|
||||
Operating lease cost
|
$
|
6,808
|
|
|
13,440
|
||
Finance lease cost
|
|
|
|
||||
Amortization of right-of-use asset
|
70
|
|
|
113
|
|||
Interest expense on lease liabilities
|
23
|
|
|
40
|
|||
Total finance lease cost
|
$
|
93
|
|
|
$
|
153
|
|
Short-term lease cost
|
486
|
|
|
897
|
|||
Variable lease cost
|
660
|
|
|
1,311
|
|||
Sublease income
|
(191
|
)
|
|
(371)
|
|||
Total lease cost, net
|
$
|
7,856
|
|
|
$
|
15,430
|
|
|
Balance Sheet Location
|
June 28, 2019
|
||
Short-term finance lease liabilities
|
Current portion of long-term debt
|
$
|
294
|
|
Long-term finance lease liabilities
|
Long-term debt, net of current portion
|
$
|
1,320
|
|
|
Operating Leases
|
|
Finance Leases
|
||||||||||||||||
|
Related Party Real Estate
|
|
Third Party Real Estate
|
|
Vehicles and Equipment
|
|
Total
|
|
Vehicles and Equipment
|
||||||||||
2019
|
$
|
257
|
|
|
$
|
5,364
|
|
|
$
|
6,575
|
|
|
$
|
12,196
|
|
|
$
|
194
|
|
2020
|
365
|
|
|
12,709
|
|
|
11,629
|
|
|
24,703
|
|
|
387
|
|
|||||
2021
|
—
|
|
|
12,639
|
|
|
9,338
|
|
|
21,977
|
|
|
382
|
|
|||||
2022
|
—
|
|
|
12,606
|
|
|
7,293
|
|
|
19,899
|
|
|
364
|
|
|||||
2023
|
—
|
|
|
12,084
|
|
|
4,797
|
|
|
16,881
|
|
|
305
|
|
|||||
Thereafter
|
—
|
|
|
96,923
|
|
|
2,354
|
|
|
99,277
|
|
|
272
|
|
|||||
Total
|
$
|
622
|
|
|
$
|
152,325
|
|
|
$
|
41,986
|
|
|
$
|
194,933
|
|
|
$
|
1,904
|
|
Less interest
|
|
|
|
|
|
|
(56,533
|
)
|
|
(290
|
)
|
||||||||
Present value
|
|
|
|
|
|
|
$
|
138,400
|
|
|
$
|
1,614
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
2019
|
$
|
24,666
|
|
|
$
|
56
|
|
2020
|
23,047
|
|
|
55
|
|
||
2021
|
19,918
|
|
|
50
|
|
||
2022
|
17,838
|
|
|
42
|
|
||
2023
|
14,876
|
|
|
4
|
|
||
Thereafter
|
47,330
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
147,675
|
|
|
207
|
|
|
Less interest
|
|
|
(49
|
)
|
|||
Present value of capital lease obligations
|
|
|
$
|
158
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value |
|||
Unvested at December 28, 2018
|
|
526,730
|
|
|
$
|
20.60
|
|
Granted
|
|
355,433
|
|
|
34.30
|
|
|
Vested
|
|
(102,929
|
)
|
|
22.10
|
|
|
Forfeited
|
|
(32,198
|
)
|
|
18.74
|
|
|
Unvested at June 28, 2019
|
|
747,036
|
|
|
$
|
26.99
|
|
|
Twenty-six Weeks Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
Supplemental cash flow disclosures:
|
|
|
|
|
|
||
Cash paid for income taxes, net of cash received
|
$
|
3,690
|
|
|
$
|
2,650
|
|
Cash paid for interest
|
$
|
9,494
|
|
|
$
|
9,703
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating expenses
|
$
|
12,174
|
|
|
$
|
—
|
|
Operating cash flows from finance leases
|
$
|
40
|
|
|
$
|
—
|
|
ROU assets obtained in exchange for lease liabilities:
|
|
|
|
||||
Operating leases
|
$
|
146,726
|
|
|
$
|
—
|
|
Finance leases
|
$
|
1,728
|
|
|
$
|
—
|
|
Other non cash investing and financing activities:
|
|
|
|
||||
Convertible notes issued for acquisitions
|
$
|
4,000
|
|
|
$
|
—
|
|
Contingent earn-out liabilities for acquisitions
|
$
|
2,800
|
|
|
$
|
964
|
|
•
|
sales and service territory expansion;
|
•
|
operational excellence and high customer service levels;
|
•
|
expanded purchasing programs and improved buying power;
|
•
|
product innovation and new product category introduction;
|
•
|
operational efficiencies through system enhancements; and
|
•
|
operating expense reduction through the centralization of general and administrative functions.
|
|
|
Thirteen Weeks Ended
|
|
Twenty-six Weeks Ended
|
||||||||
|
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
74.1
|
%
|
|
74.8
|
%
|
|
74.4
|
%
|
|
74.9
|
%
|
Gross profit
|
|
25.9
|
%
|
|
25.2
|
%
|
|
25.6
|
%
|
|
25.1
|
%
|
Operating expenses
|
|
22.1
|
%
|
|
21.1
|
%
|
|
22.8
|
%
|
|
22.1
|
%
|
Operating income
|
|
3.8
|
%
|
|
4.1
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
Other expense
|
|
1.2
|
%
|
|
1.5
|
%
|
|
1.2
|
%
|
|
1.5
|
%
|
Income before income tax expense
|
|
2.6
|
%
|
|
2.6
|
%
|
|
1.6
|
%
|
|
1.5
|
%
|
Provision for income taxes
|
|
0.7
|
%
|
|
0.7
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
Net income
|
|
1.9
|
%
|
|
1.9
|
%
|
|
1.2
|
%
|
|
1.1
|
%
|
|
Total Number
of Shares
Repurchased(1)
|
|
Average
Price
Paid Per
Share
|
|
Total
Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number
(or Approximate
Dollar Value) of Shares
That May Yet Be
Purchased Under the
Plans or Programs
|
|||||
March 30, 2019 to April 26, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
April 27, 2019 to May 24, 2019
|
3,501
|
|
|
$
|
31.67
|
|
|
—
|
|
|
—
|
|
May 25, 2019 to June 28, 2019
|
427
|
|
|
$
|
34.30
|
|
|
—
|
|
|
—
|
|
Total
|
3,928
|
|
|
$
|
31.96
|
|
|
—
|
|
|
—
|
|
(1)
|
During the thirteen weeks ended June 28, 2019, we withheld 3,928 shares to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to our officers and key employees.
|
Exhibit No.
|
|
Description
|
|
|
|
|
The Chefs’ Warehouse, Inc. 2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed on May 17, 2019).*
|
|
|
|
|
|
Form of Restricted Share Award Agreement under The Chefs’ Warehouse, Inc. Omnibus Equity Incentive Plan.*
|
|
|
|
|
|
Form of Performance Restricted Share Award Agreement under The Chefs’ Warehouse, Inc. Omnibus Equity Incentive Plan.*
|
|
|
|
|
|
Form of Non-Qualified Stock Option Agreement under The Chefs’ Warehouse, Inc. Omnibus Equity Incentive Plan.*
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
THE CHEFS’ WAREHOUSE, INC.
|
||
|
(Registrant)
|
||
|
|
||
Date: July 31, 2019
|
|
|
/s/ James Leddy
|
|
James Leddy
|
||
|
Chief Financial Officer
|
||
|
(Principal Financial Officer)
|
||
|
|
||
Date: July 31, 2019
|
|
|
/s/ Timothy McCauley
|
|
|
|
Timothy McCauley
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
To the Grantee:
|
The address then maintained with respect to the Grantee in the Company’s records.
|
To the Company:
|
The Chefs’ Warehouse, Inc.
100 East Ridge Road Ridgefield, Connecticut 06877 Attn: Corporate Secretary |
To the Grantee:
|
The address then maintained with respect to the Grantee in the Company’s records.
|
To the Company:
|
The Chefs’ Warehouse, Inc.
100 East Ridge Road Ridgefield, Connecticut 06877 Attn: Corporate Secretary |
To the Optionee:
|
The address then maintained with respect to the Optionee in the Company’s records.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Chefs’ Warehouse, Inc.;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: July 31, 2019
|
|
/s/ Christopher Pappas
|
|
By:
|
Christopher Pappas
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Chefs’ Warehouse, Inc.;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: July 31, 2019
|
|
/s/ James Leddy
|
|
By:
|
James Leddy
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 31, 2019
|
By:
|
/s/ Christopher Pappas
|
|
|
Christopher Pappas
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 31, 2019
|
By:
|
/s/ James Leddy
|
|
|
James Leddy
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|