☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
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)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01
|
CHEF
|
Nasdaq
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
September 27, 2019
(unaudited) |
|
December 28, 2018
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
21,479
|
|
|
$
|
42,410
|
|
Accounts receivable, net of allowance of $8,397 in 2019 and $7,460 in 2018
|
164,562
|
|
|
161,758
|
|
||
Inventories, net
|
122,225
|
|
|
112,614
|
|
||
Prepaid expenses and other current assets
|
17,172
|
|
|
11,953
|
|
||
Total current assets
|
325,438
|
|
|
328,735
|
|
||
Equipment, leasehold improvements and software, net
|
90,531
|
|
|
85,276
|
|
||
Operating lease right-of-use assets
|
131,675
|
|
|
—
|
|
||
Goodwill
|
197,731
|
|
|
184,280
|
|
||
Intangible assets, net
|
141,910
|
|
|
130,033
|
|
||
Other assets
|
3,614
|
|
|
4,074
|
|
||
Total assets
|
$
|
890,899
|
|
|
$
|
732,398
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
79,904
|
|
|
$
|
87,799
|
|
Accrued liabilities
|
28,196
|
|
|
24,810
|
|
||
Short-term operating lease liabilities
|
17,834
|
|
|
—
|
|
||
Accrued compensation
|
12,088
|
|
|
12,872
|
|
||
Current portion of long-term debt
|
328
|
|
|
61
|
|
||
Total current liabilities
|
138,350
|
|
|
125,542
|
|
||
Long-term debt, net of current portion
|
282,041
|
|
|
278,169
|
|
||
Operating lease liabilities
|
123,961
|
|
|
—
|
|
||
Deferred taxes, net
|
10,824
|
|
|
9,601
|
|
||
Other liabilities and deferred credits
|
13,122
|
|
|
10,410
|
|
||
Total liabilities
|
568,298
|
|
|
423,722
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at September 27, 2019 and December 28, 2018
|
—
|
|
|
—
|
|
||
Common Stock, - $0.01 par value, 100,000,000 shares authorized, 30,288,630 and 29,968,483 shares issued and outstanding at September 27, 2019 and December 28, 2018, respectively
|
303
|
|
|
300
|
|
||
Additional paid in capital
|
209,868
|
|
|
207,326
|
|
||
Accumulated other comprehensive loss
|
(2,119
|
)
|
|
(2,221
|
)
|
||
Retained earnings
|
114,549
|
|
|
103,271
|
|
||
Total stockholders’ equity
|
322,601
|
|
|
308,676
|
|
||
Total liabilities and stockholders’ equity
|
$
|
890,899
|
|
|
$
|
732,398
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
September 27,
2019 |
|
September 28,
2018 |
|
September 27,
2019 |
|
September 28,
2018 |
||||||||
Net sales
|
$
|
396,880
|
|
|
$
|
361,496
|
|
|
$
|
1,165,327
|
|
|
$
|
1,050,553
|
|
Cost of sales
|
294,887
|
|
|
269,503
|
|
|
866,670
|
|
|
785,798
|
|
||||
Gross profit
|
101,993
|
|
|
91,993
|
|
|
298,657
|
|
|
264,755
|
|
||||
Operating expenses
|
91,345
|
|
|
81,725
|
|
|
266,323
|
|
|
233,799
|
|
||||
Operating income
|
10,648
|
|
|
10,268
|
|
|
32,334
|
|
|
30,956
|
|
||||
Interest expense
|
4,517
|
|
|
4,676
|
|
|
13,913
|
|
|
15,036
|
|
||||
Loss on asset disposal
|
24
|
|
|
—
|
|
|
64
|
|
|
30
|
|
||||
Income before income taxes
|
6,107
|
|
|
5,592
|
|
|
18,357
|
|
|
15,890
|
|
||||
Provision for income taxes
|
1,682
|
|
|
1,435
|
|
|
5,052
|
|
|
4,370
|
|
||||
Net income
|
$
|
4,425
|
|
|
$
|
4,157
|
|
|
$
|
13,305
|
|
|
$
|
11,520
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(71
|
)
|
|
(96
|
)
|
|
102
|
|
|
(1,299
|
)
|
||||
Comprehensive income
|
$
|
4,354
|
|
|
$
|
4,061
|
|
|
$
|
13,407
|
|
|
$
|
10,221
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.15
|
|
|
$
|
0.14
|
|
|
$
|
0.45
|
|
|
$
|
0.40
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
0.14
|
|
|
$
|
0.45
|
|
|
$
|
0.40
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
29,549,308
|
|
|
29,080,929
|
|
|
29,511,143
|
|
|
28,458,972
|
|
||||
Diluted
|
29,954,837
|
|
|
29,743,851
|
|
|
29,723,609
|
|
|
29,619,703
|
|
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 tax withholding
|
(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 tax withholding
|
(4,200
|
)
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||
Balance June 29, 2018
|
28,726,073
|
|
|
$
|
287
|
|
|
$
|
168,332
|
|
|
$
|
(2,752
|
)
|
|
$
|
90,232
|
|
|
$
|
256,099
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,157
|
|
|
4,157
|
|
|||||
Stock compensation
|
2,000
|
|
|
—
|
|
|
1,090
|
|
|
—
|
|
|
—
|
|
|
1,090
|
|
|||||
Conversion of subordinated notes
|
1,246,272
|
|
|
13
|
|
|
37,002
|
|
|
—
|
|
|
—
|
|
|
37,015
|
|
|||||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
|||||
Shares surrendered to pay tax withholding
|
(4,147
|
)
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
|||||
Balance September 28, 2018
|
29,970,198
|
|
|
$
|
300
|
|
|
$
|
206,304
|
|
|
$
|
(2,848
|
)
|
|
$
|
94,389
|
|
|
$
|
298,145
|
|
|
Thirty-Nine Weeks Ended
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
13,305
|
|
|
$
|
11,520
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
9,539
|
|
|
7,234
|
|
||
Amortization of intangible assets
|
9,485
|
|
|
8,949
|
|
||
Provision for allowance for doubtful accounts
|
3,277
|
|
|
2,811
|
|
||
Non-cash operating lease expense
|
1,790
|
|
|
454
|
|
||
Deferred taxes
|
2,003
|
|
|
561
|
|
||
Amortization of deferred financing fees
|
1,566
|
|
|
1,657
|
|
||
Stock compensation
|
2,911
|
|
|
2,999
|
|
||
Change in fair value of contingent earn-out liabilities
|
5,331
|
|
|
2,026
|
|
||
Loss on asset disposal
|
64
|
|
|
30
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(1,069
|
)
|
|
(4,302
|
)
|
||
Inventories
|
(7,588
|
)
|
|
(4,336
|
)
|
||
Prepaid expenses and other current assets
|
(5,163
|
)
|
|
(148
|
)
|
||
Accounts payable, accrued liabilities and accrued compensation
|
(9,185
|
)
|
|
7,163
|
|
||
Other assets and liabilities
|
(2,721
|
)
|
|
(3,112
|
)
|
||
Net cash provided by operating activities
|
23,545
|
|
|
33,506
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(12,302
|
)
|
|
(9,407
|
)
|
||
Cash paid for acquisitions, net of cash received
|
(28,077
|
)
|
|
(11,899
|
)
|
||
Proceeds from asset disposals
|
—
|
|
|
30
|
|
||
Net cash used in investing activities
|
(40,379
|
)
|
|
(21,276
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payment of debt, finance lease and other financing obligations
|
(1,793
|
)
|
|
(49,359
|
)
|
||
Payment of deferred financing fees
|
—
|
|
|
(877
|
)
|
||
Proceeds from exercise of stock options
|
635
|
|
|
—
|
|
||
Surrender of shares to pay withholding taxes
|
(1,001
|
)
|
|
(691
|
)
|
||
Cash paid for contingent earn-out liability
|
(967
|
)
|
|
—
|
|
||
Borrowings under asset based loan facility
|
—
|
|
|
47,100
|
|
||
Payments under asset based loan facility
|
(960
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(4,086
|
)
|
|
(3,827
|
)
|
||
|
|
|
|
||||
Effect of foreign currency on cash and cash equivalents
|
(11
|
)
|
|
(50
|
)
|
||
Net change in cash and cash equivalents
|
(20,931
|
)
|
|
8,353
|
|
||
Cash and cash equivalents-beginning of period
|
42,410
|
|
|
41,504
|
|
||
Cash and cash equivalents-end of period
|
$
|
21,479
|
|
|
$
|
49,857
|
|
•
|
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
|
|
Thirty-Nine Weeks Ended
|
||||||||||||||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||||||||||||||
Center-of-the-Plate
|
$
|
176,777
|
|
|
44.5
|
%
|
|
$
|
152,805
|
|
|
42.3
|
%
|
|
$
|
516,906
|
|
|
44.4
|
%
|
|
$
|
454,674
|
|
|
43.3
|
%
|
Dry Goods
|
70,255
|
|
|
17.7
|
%
|
|
65,269
|
|
|
18.1
|
%
|
|
206,773
|
|
|
17.7
|
%
|
|
185,244
|
|
|
17.6
|
%
|
||||
Pastry
|
53,579
|
|
|
13.5
|
%
|
|
49,219
|
|
|
13.6
|
%
|
|
160,316
|
|
|
13.8
|
%
|
|
144,379
|
|
|
13.7
|
%
|
||||
Cheese and Charcuterie
|
40,500
|
|
|
10.2
|
%
|
|
39,481
|
|
|
10.9
|
%
|
|
117,073
|
|
|
10.0
|
%
|
|
111,497
|
|
|
10.6
|
%
|
||||
Dairy and Eggs
|
27,480
|
|
|
6.9
|
%
|
|
27,511
|
|
|
7.6
|
%
|
|
81,765
|
|
|
7.0
|
%
|
|
77,778
|
|
|
7.4
|
%
|
||||
Oils and Vinegars
|
20,487
|
|
|
5.2
|
%
|
|
19,808
|
|
|
5.5
|
%
|
|
60,117
|
|
|
5.2
|
%
|
|
56,325
|
|
|
5.4
|
%
|
||||
Kitchen Supplies
|
7,802
|
|
|
2.0
|
%
|
|
7,403
|
|
|
2.0
|
%
|
|
22,377
|
|
|
1.9
|
%
|
|
20,656
|
|
|
2.0
|
%
|
||||
Total
|
$
|
396,880
|
|
|
100
|
%
|
|
$
|
361,496
|
|
|
100
|
%
|
|
$
|
1,165,327
|
|
|
100
|
%
|
|
$
|
1,050,553
|
|
|
100
|
%
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.15
|
|
|
$
|
0.14
|
|
|
$
|
0.45
|
|
|
$
|
0.40
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
0.14
|
|
|
$
|
0.45
|
|
|
$
|
0.40
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
29,549,308
|
|
|
29,080,929
|
|
|
29,511,143
|
|
|
28,458,972
|
|
||||
Diluted
|
29,954,837
|
|
|
29,743,851
|
|
|
29,723,609
|
|
|
29,619,703
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income
|
$
|
4,425
|
|
|
$
|
4,157
|
|
|
$
|
13,305
|
|
|
$
|
11,520
|
|
Add effect of dilutive securities
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest on convertible notes, net of tax
|
—
|
|
|
26
|
|
|
—
|
|
|
358
|
|
||||
Adjusted net income available to common shareholders
|
$
|
4,425
|
|
|
$
|
4,183
|
|
|
$
|
13,305
|
|
|
$
|
11,878
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted average basic common shares outstanding
|
29,549,308
|
|
|
29,080,929
|
|
|
29,511,143
|
|
|
28,458,972
|
|
||||
Dilutive effect of unvested common shares
|
405,529
|
|
|
313,229
|
|
|
212,466
|
|
|
221,411
|
|
||||
Dilutive effect of convertible notes
|
—
|
|
|
349,693
|
|
|
—
|
|
|
939,320
|
|
||||
Weighted average diluted common shares outstanding
|
29,954,837
|
|
|
29,743,851
|
|
|
29,723,609
|
|
|
29,619,703
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Restricted share awards (“RSAs”)
|
330,696
|
|
|
—
|
|
|
122,876
|
|
|
388
|
|
Convertible subordinated notes
|
91,053
|
|
|
—
|
|
|
91,053
|
|
|
—
|
|
|
September 27, 2019
|
||||||
|
Carrying Value
|
|
Fair Value
|
||||
Convertible Unsecured Note
|
$
|
4,000
|
|
|
$
|
4,273
|
|
|
Bassian
|
||
Current assets
|
$
|
6,657
|
|
Customer relationships
|
15,530
|
|
|
Trademarks
|
4,610
|
|
|
Non-compete agreements
|
1,000
|
|
|
Goodwill
|
13,065
|
|
|
Fixed assets
|
856
|
|
|
Other assets
|
10
|
|
|
Current liabilities
|
(2,501
|
)
|
|
Earn-out liability
|
(7,450
|
)
|
|
Total consideration
|
$
|
31,777
|
|
|
|
Useful Lives
|
|
September 27, 2019
|
|
December 28, 2018
|
||||
Land
|
|
Indefinite
|
|
$
|
1,170
|
|
|
$
|
1,170
|
|
Buildings
|
|
20 years
|
|
1,325
|
|
|
1,292
|
|
||
Machinery and equipment
|
|
5-10 years
|
|
20,651
|
|
|
17,837
|
|
||
Computers, data processing and other equipment
|
|
3-7 years
|
|
13,168
|
|
|
11,244
|
|
||
Software
|
|
3-7 years
|
|
29,345
|
|
|
22,779
|
|
||
Leasehold improvements
|
|
1-40 years
|
|
69,515
|
|
|
60,565
|
|
||
Furniture and fixtures
|
|
7 years
|
|
3,337
|
|
|
3,268
|
|
||
Vehicles
|
|
5-7 years
|
|
4,041
|
|
|
2,769
|
|
||
Other
|
|
7 years
|
|
95
|
|
|
95
|
|
||
Construction-in-process
|
|
|
|
8,314
|
|
|
15,757
|
|
||
|
|
|
|
150,961
|
|
|
136,776
|
|
||
Less: accumulated depreciation and amortization
|
|
|
|
(60,430
|
)
|
|
(51,500
|
)
|
||
Equipment, leasehold improvements and software, net
|
|
|
|
$
|
90,531
|
|
|
$
|
85,276
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||
Depreciation expense, excluding finance leases
|
$
|
2,473
|
|
|
$
|
1,710
|
|
|
$
|
6,595
|
|
|
$
|
5,245
|
|
Software amortization
|
$
|
926
|
|
|
$
|
1,008
|
|
|
$
|
2,746
|
|
|
$
|
1,941
|
|
Carrying amount as of December 28, 2018
|
$
|
184,280
|
|
Acquisitions
|
13,424
|
|
|
Foreign currency translation
|
27
|
|
|
Carrying amount as of September 27, 2019
|
$
|
197,731
|
|
September 27, 2019
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||
Customer relationships
|
$
|
135,217
|
|
|
$
|
(43,174
|
)
|
|
$
|
92,043
|
|
Non-compete agreements
|
8,579
|
|
|
(7,407
|
)
|
|
1,172
|
|
|||
Trademarks
|
64,495
|
|
|
(15,800
|
)
|
|
48,695
|
|
|||
Total
|
$
|
208,291
|
|
|
$
|
(66,381
|
)
|
|
$
|
141,910
|
|
|
|
|
|
|
|
||||||
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
|
$
|
3,271
|
|
2020
|
12,847
|
|
|
2021
|
12,843
|
|
|
2022
|
12,063
|
|
|
2023
|
11,035
|
|
|
Thereafter
|
89,851
|
|
|
Total
|
$
|
141,910
|
|
|
|
September 27, 2019
|
|
December 28, 2018
|
||||
Senior secured term loan
|
|
$
|
238,129
|
|
|
$
|
239,745
|
|
Asset based loan facility
|
|
43,225
|
|
|
44,185
|
|
||
Convertible unsecured note
|
|
4,000
|
|
|
—
|
|
||
Finance lease and other financing obligations
|
|
1,645
|
|
|
193
|
|
||
Deferred finance fees and original issue discount
|
|
(4,630
|
)
|
|
(5,893
|
)
|
||
Total debt obligations
|
|
282,369
|
|
|
278,230
|
|
||
Less: current installments
|
|
(328
|
)
|
|
(61
|
)
|
||
Total debt obligations excluding current installments
|
|
$
|
282,041
|
|
|
$
|
278,169
|
|
|
Thirteen Weeks Ended
|
|
Thirty-Nine Weeks Ended
|
||||
|
September 27, 2019
|
|
September 27, 2019
|
||||
Operating lease cost
|
$
|
7,010
|
|
|
$
|
20,450
|
|
Finance lease cost:
|
|
|
|
||||
Amortization of right-of-use asset
|
85
|
|
|
198
|
|
||
Interest expense on lease liabilities
|
25
|
|
|
65
|
|
||
Total finance lease cost
|
$
|
110
|
|
|
$
|
263
|
|
Short-term lease cost
|
531
|
|
|
1,428
|
|
||
Variable lease cost
|
794
|
|
|
2,105
|
|
||
Sublease income
|
(119
|
)
|
|
(490
|
)
|
||
Total lease cost, net
|
$
|
8,326
|
|
|
$
|
23,756
|
|
|
Balance Sheet Location
|
September 27, 2019
|
||
Short-term finance lease liabilities
|
Current portion of long-term debt
|
$
|
317
|
|
Long-term finance lease liabilities
|
Long-term debt, net of current portion
|
$
|
1,316
|
|
|
Operating Leases
|
|
Finance Leases
|
||||||||||||||||
|
Related Party Real Estate
|
|
Third Party Real Estate
|
|
Vehicles and Equipment
|
|
Total
|
|
Vehicles and Equipment
|
||||||||||
2019
|
$
|
125
|
|
|
$
|
3,323
|
|
|
$
|
3,235
|
|
|
$
|
6,683
|
|
|
$
|
102
|
|
2020
|
365
|
|
|
13,373
|
|
|
11,592
|
|
|
25,330
|
|
|
406
|
|
|||||
2021
|
—
|
|
|
13,049
|
|
|
9,322
|
|
|
22,371
|
|
|
402
|
|
|||||
2022
|
—
|
|
|
12,976
|
|
|
7,282
|
|
|
20,258
|
|
|
386
|
|
|||||
2023
|
—
|
|
|
12,147
|
|
|
4,787
|
|
|
16,934
|
|
|
323
|
|
|||||
Thereafter
|
—
|
|
|
108,736
|
|
|
2,352
|
|
|
111,088
|
|
|
282
|
|
|||||
Total
|
$
|
490
|
|
|
$
|
163,604
|
|
|
$
|
38,570
|
|
|
$
|
202,664
|
|
|
$
|
1,901
|
|
Less interest
|
|
|
|
|
|
|
(60,869
|
)
|
|
(268
|
)
|
||||||||
Present value
|
|
|
|
|
|
|
$
|
141,795
|
|
|
$
|
1,633
|
|
|
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
|
|
375,383
|
|
|
34.43
|
|
|
Vested
|
|
(113,423
|
)
|
|
21.44
|
|
|
Forfeited
|
|
(55,193
|
)
|
|
20.46
|
|
|
Unvested at September 27, 2019
|
|
733,497
|
|
|
$
|
27.56
|
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted Average
Remaining Contractual Term (in years) |
|||||
Outstanding December 28, 2018
|
|
191,808
|
|
|
$
|
20.23
|
|
|
$
|
2,129
|
|
|
7.2
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(31,412
|
)
|
|
20.23
|
|
|
|
|
|
|||
Canceled/Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding and vested at September 27, 2019
|
|
160,396
|
|
|
$
|
20.23
|
|
|
$
|
3,134
|
|
|
6.5
|
Exercisable at September 27, 2019
|
|
160,396
|
|
|
$
|
20.23
|
|
|
$
|
3,134
|
|
|
6.5
|
|
Thirty-Nine Weeks Ended
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
Supplemental cash flow disclosures:
|
|
|
|
||||
Cash paid for income taxes, net of cash received
|
$
|
6,045
|
|
|
$
|
3,905
|
|
Cash paid for interest, net of cash received
|
$
|
12,477
|
|
|
$
|
13,928
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating expenses
|
$
|
18,575
|
|
|
$
|
—
|
|
Operating cash flows from finance leases
|
$
|
65
|
|
|
$
|
—
|
|
ROU assets obtained in exchange for lease liabilities:
|
|
|
|
||||
Operating leases
|
$
|
154,330
|
|
|
$
|
—
|
|
Finance leases
|
$
|
1,820
|
|
|
$
|
—
|
|
Other non-cash investing and financing activities:
|
|
|
|
||||
Convertible notes issued for acquisitions
|
$
|
4,000
|
|
|
$
|
37,015
|
|
Contingent earn-out liabilities for acquisitions
|
$
|
7,929
|
|
|
$
|
767
|
|
•
|
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
|
|
Thirty-Nine Weeks Ended
|
||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
74.3
|
%
|
|
74.6
|
%
|
|
74.4
|
%
|
|
74.8
|
%
|
Gross profit
|
25.7
|
%
|
|
25.4
|
%
|
|
25.6
|
%
|
|
25.2
|
%
|
Operating expenses
|
23.0
|
%
|
|
22.6
|
%
|
|
22.9
|
%
|
|
22.3
|
%
|
Operating income
|
2.7
|
%
|
|
2.8
|
%
|
|
2.7
|
%
|
|
2.9
|
%
|
Other expense (income):
|
|
|
|
|
|
|
|
||||
Interest and other expense
|
1.1
|
%
|
|
1.3
|
%
|
|
1.2
|
%
|
|
1.4
|
%
|
Income before income taxes
|
1.6
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
Provision for income taxes
|
0.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
Net income
|
1.2
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
|
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
|
|||||
June 29, 2019 to July 26, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
July 27, 2019 to August 23, 2019
|
|
3,293
|
|
|
37.52
|
|
|
—
|
|
|
—
|
|
|
August 24, 2019 to September 27, 2019
|
|
232
|
|
|
31.97
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
3,525
|
|
|
$
|
37.73
|
|
|
—
|
|
|
—
|
|
(1)
|
During the thirteen weeks ended September 27, 2019, we withheld 3,525 shares of our common stock 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.*
|
|
|
|
|
|
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 – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
|
|
|
104
|
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
|
THE CHEFS’ WAREHOUSE, INC.
|
||
|
(Registrant)
|
||
|
|
||
Date: October 30, 2019
|
|
|
/s/ James Leddy
|
|
James Leddy
|
||
|
Chief Financial Officer
|
||
|
(Principal Financial Officer)
|
||
|
|
||
Date: October 30, 2019
|
|
|
/s/ Timothy McCauley
|
|
|
|
Timothy McCauley
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
|
|
PAGE
|
Section 1.
|
Purpose
|
|
|
|
|
Section 2.
|
Definitions
|
|
|
|
|
Section 3.
|
Administration
|
|
|
|
|
Section 4.
|
Shares Available For Awards
|
|
|
|
|
Section 5.
|
Eligibility
|
|
|
|
|
Section 6.
|
Stock Options and Stock Appreciation Rights
|
|
|
|
|
Section 7.
|
Restricted Shares and Restricted Share Units
|
|
|
|
|
Section 8.
|
Performance Awards
|
|
|
|
|
Section 9.
|
Other Stock-Based Awards
|
|
|
|
|
Section 10.
|
Non-Employee Director And Outside Director Awards
|
|
|
|
|
Section 11.
|
Separation from Service
|
|
|
|
|
Section 12.
|
Change In Control
|
|
|
|
|
Section 13.
|
Amendment And Termination
|
|
|
|
|
Section 14.
|
General Provisions
|
|
|
|
|
Section 15.
|
Term Of The Plan
|
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: October 30, 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: October 30, 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: October 30, 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: October 30, 2019
|
By:
|
/s/ James Leddy
|
|
|
James Leddy
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|