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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 26, 2020	Jul. 24, 2020
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 26, 2020
Document Transition Report	false
Entity File Number	001-35249
Entity Registrant Name	CHEFS’ WAREHOUSE, INC.
Entity Incorporation, State or Country Code	DE
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	CT
Entity Address, Postal Zip Code	06877
City Area Code	203
Local Phone Number	894-1345
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,797,548
Entity Central Index Key	0001517175
Current Fiscal Year End Date	--12-25
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Common Stock, par value $0.01
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	CHEF
Security Exchange Name	NASDAQ
Preferred Stock Purchase Rights
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	CHEF
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 26, 2020	Dec. 27, 2019
Current assets:
Cash and cash equivalents	$ 201,824	$ 140,233
Accounts receivable, net of allowance of $26,129 in 2020 and $8,846 in 2019	105,125	175,044
Inventories, net	96,627	124,056
Prepaid expenses and other current assets	27,711	13,823
Total current assets	431,287	453,156
Equipment, leasehold improvements and software, net	121,175	92,846
Operating lease right-of-use assets	122,881	127,649
Goodwill	214,561	197,743
Intangible assets, net	142,355	138,751
Other assets	3,141	3,534
Total assets	1,035,400	1,013,679
Current liabilities:
Accounts payable	60,878	94,097
Accrued liabilities	28,368	29,847
Short-term operating lease liabilities	17,968	17,453
Accrued compensation	8,550	8,033
Current portion of long-term debt	5,905	721
Total current liabilities	121,669	150,151
Long-term debt, net of current portion	397,818	386,106
Operating lease liabilities	115,757	120,572
Deferred taxes, net	5,069	10,883
Other liabilities and deferred credits	7,770	10,034
Total liabilities	648,083	677,746
Commitments and contingencies
Stockholders’ equity:
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 26, 2020 and December 27, 2019	0	0
Common Stock, - $0.01 par value, 100,000,000 shares authorized, 37,798,548 and 30,341,941 shares issued and outstanding at June 26, 2020 and December 27, 2019, respectively	378	304
Additional paid in capital	298,230	212,240
Accumulated other comprehensive loss	(2,309)	(2,048)
Retained earnings	91,018	125,437
Total stockholders’ equity	387,317	335,933
Total liabilities and stockholders’ equity	$ 1,035,400	$ 1,013,679

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 26, 2020	Dec. 27, 2019
Statement of Financial Position [Abstract]
Allowance for accounts receivable	$ 26,129	$ 8,846
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, authorized (in shares)	5,000,000	5,000,000
Preferred Stock, issued (in shares)	0	0
Preferred Stock, outstanding (in shares)	0	0
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, authorized (in shares)	100,000,000	100,000,000
Common Stock, issued (in shares)	37,798,548	30,341,941
Common Stock, outstanding (in shares)	37,798,548	30,341,941

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019
Income Statement [Abstract]
Net sales	$ 200,496	$ 411,420	$ 575,927	$ 768,447
Cost of sales	153,057	304,945	437,587	571,783
Gross profit	47,439	106,475	138,340	196,664
Operating expenses	72,847	90,939	180,764	174,978
Operating (loss) income	(25,408)	15,536	(42,424)	21,686
Interest expense	5,772	4,845	10,896	9,396
Loss on asset disposal	1	6	43	40
(Loss) income before income taxes	(31,181)	10,685	(53,363)	12,250
Provision for income tax (benefit) expense	(10,847)	2,939	(18,944)	3,370
Net (loss) income	(20,334)	7,746	(34,419)	8,880
Other comprehensive (loss) income:
Foreign currency translation adjustments	117	118	(261)	173
Comprehensive (loss) income	$ (20,217)	$ 7,864	$ (34,680)	$ 9,053
Net (loss) income per share:
Basic (in dollars per share)	$ (0.57)	$ 0.26	$ (1.05)	$ 0.30
Diluted (in dollars per share)	$ (0.57)	$ 0.26	$ (1.05)	$ 0.30
Weighted average common shares outstanding:
Basic (in shares)	35,759,193	29,527,167	32,672,876	29,492,138
Diluted (in shares)	35,759,193	29,848,285	32,672,876	29,844,614

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment
Balance (in shares) at Dec. 28, 2018			29,968,483
Balance at Dec. 28, 2018	$ 308,676	$ (2,027)	$ 300	$ 207,326	$ (2,221)	$ 103,271	$ (2,027)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	1,134					1,134
Stock compensation (in shares)			(23,680)
Stock compensation	915			915
Exercise of stock options (in shares)			20,383
Exercise of stock options	412			412
Cumulative translation adjustment	55				55
Shares surrendered to pay withholding taxes (in shares)			(24,002)
Shares surrendered to pay tax withholding	(742)			(742)
Balance (in shares) at Mar. 29, 2019			29,941,184
Balance at Mar. 29, 2019	308,423		$ 300	207,911	(2,166)	102,378
Balance (in shares) at Dec. 28, 2018			29,968,483
Balance at Dec. 28, 2018	308,676	$ (2,027)	$ 300	207,326	(2,221)	103,271	$ (2,027)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	8,880
Cumulative translation adjustment	173
Balance (in shares) at Jun. 28, 2019			30,291,364
Balance at Jun. 28, 2019	317,395		$ 303	209,016	(2,048)	110,124
Balance (in shares) at Mar. 29, 2019			29,941,184
Balance at Mar. 29, 2019	308,423		$ 300	207,911	(2,166)	102,378
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	7,746					7,746
Stock compensation (in shares)			346,915
Stock compensation	1,088		$ 3	1,085
Exercise of stock options (in shares)			7,193
Exercise of stock options	146			146
Cumulative translation adjustment	118				118
Shares surrendered to pay withholding taxes (in shares)			(3,928)
Shares surrendered to pay tax withholding	(126)			(126)
Balance (in shares) at Jun. 28, 2019			30,291,364
Balance at Jun. 28, 2019	$ 317,395		$ 303	209,016	(2,048)	110,124
Balance (in shares) at Dec. 27, 2019	30,341,941		30,341,941
Balance at Dec. 27, 2019	$ 335,933		$ 304	212,240	(2,048)	125,437
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(14,085)					(14,085)
Stock compensation (in shares)			807,433
Stock compensation	851		$ 8	843
Cumulative translation adjustment	(378)				(378)
Shares surrendered to pay withholding taxes (in shares)			(159,632)
Shares surrendered to pay tax withholding	(2,704)		$ (2)	(2,702)
Balance (in shares) at Mar. 27, 2020			30,989,742
Balance at Mar. 27, 2020	$ 319,617		$ 310	210,381	(2,426)	111,352
Balance (in shares) at Dec. 27, 2019	30,341,941		30,341,941
Balance at Dec. 27, 2019	$ 335,933		$ 304	212,240	(2,048)	125,437
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(34,419)
Cumulative translation adjustment	$ (261)
Balance (in shares) at Jun. 26, 2020	37,798,548		37,798,548
Balance at Jun. 26, 2020	$ 387,317		$ 378	298,230	(2,309)	91,018
Balance (in shares) at Mar. 27, 2020			30,989,742
Balance at Mar. 27, 2020	319,617		$ 310	210,381	(2,426)	111,352
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(20,334)					(20,334)
Stock compensation (in shares)			176,037
Stock compensation	1,999		$ 2	1,997
Public offering of common stock (in shares)			6,634,615
Public offering of common stock	85,941		$ 66	85,875
Cumulative translation adjustment	117				117
Shares surrendered to pay withholding taxes (in shares)			(1,846)
Shares surrendered to pay tax withholding	$ (23)			(23)
Balance (in shares) at Jun. 26, 2020	37,798,548		37,798,548
Balance at Jun. 26, 2020	$ 387,317		$ 378	$ 298,230	$ (2,309)	$ 91,018

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019
Cash flows from operating activities:
Net (loss) income	$ (34,419)	$ 8,880
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	9,675	6,055
Amortization of intangible assets	6,720	6,184
Provision for allowance for doubtful accounts	19,611	1,914
Non-cash operating lease expense	463	1,151
Deferred taxes	(5,814)	1,332
Amortization of deferred financing fees	1,478	1,044
Stock compensation	2,850	2,003
Change in fair value of contingent earn-out liabilities	(6,649)	2,795
Loss on asset disposal	43	40
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	70,483	7,424
Inventories	34,877	(7,965)
Prepaid expenses and other current assets	(9,460)	(640)
Accounts payable, accrued liabilities and accrued compensation	(43,398)	(5,482)
Other assets and liabilities	1,119	(2,845)
Net cash provided by operating activities	47,579	21,890
Cash flows from investing activities:
Capital expenditures	(4,400)	(8,549)
Cash paid for acquisitions, net of cash received	(63,450)	(28,292)
Net cash used in investing activities	(67,850)	(36,841)
Cash flows from financing activities:
Payment of debt, finance lease and other financing obligations	(37,439)	(1,716)
Proceeds from the issuance of common stock, net of issuance costs	85,941	0
Payment of deferred financing fees	(856)	0
Proceeds from exercise of stock options	0	558
Surrender of shares to pay withholding taxes	(2,727)	(868)
Cash paid for contingent earn-out liability	(2,927)	(200)
Borrowings under asset-based loan facility	100,000	0
Payments under asset based loan facility	(60,000)	(960)
Net cash provided by (used in) financing activities	81,992	(3,186)
Effect of foreign currency on cash and cash equivalents	(130)	21
Net change in cash and cash equivalents	61,591	(18,116)
Cash and cash equivalents-beginning of period	140,233	42,410
Cash and cash equivalents-end of period	$ 201,824	$ 24,294

Operations and Basis of Presentation	6 Months Ended
Operations and Basis of Presentation	Jun. 26, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operations and Basis of Presentation	Operations and Basis of Presentation Description of Business and Basis of Presentation The financial statements include the consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year-end to the calendar year. The Company’s business consists of three operating segments: East Coast, Midwest and West Coast that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily in the United States. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos, specialty food stores, grocers and warehouse clubs. The COVID-19 Pandemic The COVID-19 pandemic (“COVID-19”) has had a material impact on the Company’s business and operations and those of its customers. In an effort to limit the spread of the virus, federal, state and local governments have implemented measures that have resulted in the closure of non-essential businesses in many of the markets the Company serves, which has forced its customers in those markets to either transition their establishments to take-out service, delivery service or temporarily cease operations. State and local governments began to ease these restrictions in mid-May however, restrictions in certain of key markets were not eased until early June. As of June 26, 2020, the majority of state and local governments with jurisdiction over markets in which the Company operates allow the Company’s customers to operate outdoor dining service and in certain markets, indoor dining service while adhering to specified social distancing and capacity restrictions. The duration and extent of restrictions imposed on the Company’s customers by federal, state and local governments is dependent on future developments regarding the pandemic including new information about the severity of the disease, trends in infection rates, and development of effective medical treatments for the disease, among others. Due to COVID-19, the Company incurred estimated non-cash charges of approximately $15,800 related to incremental bad debt expense and approximately $8,800 related to incremental inventory obsolescence during the twenty-six weeks ended June 26, 2020. The adverse impact to the Company’s customer base and its market capitalization were triggering events and, accordingly, the Company performed interim goodwill and long-lived asset quantitative impairment tests during the first quarter of 2020 as described in Note 8 to these financial statements. Consolidation The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Unaudited Interim Financial Statements The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 27, 2019 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 24, 2020. The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 24, 2020, and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations, COVID-19 and other factors, the results of operations for the thirteen and twenty-six weeks ended June 26, 2020 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. Guidance Adopted in Fiscal 2020 Measurement of Credit Losses on Financial Instruments: In June 2016 and as further amended in November 2018, the Financial Accounting Standards Board (the “FASB”) issued guidance which requires entities to use a forward-looking expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. The Company adopted this guidance on December 28, 2019. The Company analyzes customer creditworthiness, accounts receivable balances, payment history, payment terms and historical bad debt levels when evaluating the adequacy of its allowance for doubtful accounts. In instances where a reserve has been recorded for a particular customer, future sales to the customer are either conducted using cash-on-delivery terms or the account is closely monitored so that agreed-upon payments are received prior to orders being released. A failure to pay results in held or cancelled orders. The Company also estimates receivables that will ultimately be uncollectible based upon historical write-off experience. Management incorporates current macro-economic factors in existence as of the balance sheet date that may impact the food-away-from-home industry and/or its customers, and specifically, beginning in the first quarter of fiscal 2020, the impact of COVID-19. Adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. Leases: In April 2020, the FASB issued guidance describing appropriate approaches entities should follow when accounting for lease concessions negotiated due to the effects of COVID-19. The Company has negotiated rent deferrals with certain lessors that do not materially modify the amount of consideration due under the original contract terms. Consistent with the guidance, the Company elected to recognize such rent deferrals as accrued expenses. The Company will continue to recognize expense during the deferral period. Guidance Not Yet Adopted Simplifying the Accounting for Income Taxes: In December 2019, the FASB issued guidance that eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period and other simplifications and clarifications. The guidance will be effective for fiscal years beginning after December 15, 2020. 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.

Revenue Recognition

6 Months Ended

Jun. 26, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating 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:


	Thirteen Weeks Ended														Twenty-Six Weeks Ended
	June 26, 2020						June 28, 2019						June 26, 2020				June 28, 2019
Center-of-the-Plate	$	115,834	57.8	%	$	183,513	44.6	%	$	279,654	48.6	%	$	340,129	44.3	%
Dry Goods	24,099		12.0	%	68,106		16.6	%	81,985		14.2	%	128,139		16.7	%
Pastry	15,548		7.8	%	56,532		13.7	%	64,809		11.3	%	106,737		13.9	%
Cheese and Charcuterie	15,594		7.8	%	41,218		10.0	%	50,667		8.8	%	76,573		10.0	%
Produce	12,048		6.0	%	4,659		1.1	%	36,068		6.3	%	8,380		1.1	%
Dairy and Eggs	7,495		3.7	%	28,671		7.0	%	29,641		5.1	%	54,285		7.1	%
Oils and Vinegars	5,436		2.7	%	20,937		5.1	%	21,595		3.7	%	39,630		5.2	%
Kitchen Supplies	4,442		2.2	%	7,784		1.9	%	11,508		2.0	%	14,574		1.7	%
Total	$	200,496	100	%	$	411,420	100	%	$	575,927	100	%	$	768,447	100	%

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

Deferred Revenue

Certain customer arrangements in the Company’s direct-to-consumer business, prepaid gift plans and gift card purchases, result in deferred revenues when cash payments are received in advance of performance. The Company recognizes revenue on its prepaid gift plans when control of each product is transferred to the customer. Performance obligations under the Company’s prepaid gift plans are satisfied within a period of twelve months or less. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is relieved when the card is redeemed, the value of the card is escheated to the appropriate government agency, or through breakage. Gift card breakage is estimated based on the Company’s historical redemption experience and expected trends in redemption patterns. Amounts recognized through breakage represent the portion of the gift card liability that is not subject to unclaimed property laws and for which the likelihood of redemption is remote. The Company recorded deferred revenues, reflected as accrued liabilities on the Company’s consolidated balance sheets, of $1,276 and $1,345 as of June 26, 2020 and December 27, 2019, 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 $145 and $314 as of June 26, 2020 and December 27, 2019, respectively. Refund liabilities are reflected as accrued liabilities on the consolidated balance sheets. The Company recognized a corresponding asset of $90 and $194 as of June 26, 2020 and December 27, 2019, respectively, for its right to recover products from customers on settling its refund liabilities. This asset is reflected as inventories, net on the 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 operating expenses on the Company’s consolidated statements of operations.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-URI http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(1)

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(2)

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)

+ Details

Net (Loss) Income per Share

6 Months Ended

Jun. 26, 2020

Earnings Per Share [Abstract]

Net (Loss) Income per Share

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


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019		June 26, 2020		June 28, 2019
Net (loss) income per share:
Basic	$	(0.57)	$	0.26	$	(1.05)	$	0.30
Diluted	$	(0.57)	$	0.26	$	(1.05)	$	0.30
Weighted average common shares:
Basic	35,759,193		29,527,167		32,672,876		29,492,138
Diluted	35,759,193		29,848,285		32,672,876		29,844,614

Reconciliation of net (loss) income per common share:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019		June 26, 2020		June 28, 2019
Numerator:
Net (loss) income	$	(20,334)	$	7,746	$	(34,419)	$	8,880



Denominator:
Weighted average basic common shares outstanding	35,759,193		29,527,167		32,672,876		29,492,138
Dilutive effect of stock options and unvested common shares	—		321,118		—		352,476

Weighted average diluted common shares outstanding	35,759,193		29,848,285		32,672,876		29,844,614

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


	Thirteen Weeks Ended			Twenty-Six Weeks Ended
	June 26, 2020	June 28, 2019	June 26, 2020	June 28, 2019
Restricted share awards (“RSAs”)	534,172	148,793	393,905	74,291

Convertible notes	3,484,788	91,053	3,484,788	91,053

Fair Value Measurements

6 Months Ended

Jun. 26, 2020

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. Long-term earn-out liabilities were $5,192 and $7,957 as of June 26, 2020 and December 27, 2019, respectively, and are reflected as other liabilities and deferred credits on the consolidated balance sheets. The remaining short-term earn-out liabilities are reflected as accrued liabilities on the consolidated balance sheets. The fair value of contingent consideration was determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. Changes in the fair value of contingent earn-out liabilities are reflected in operating expenses on the consolidated statements of operations.

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


	Fells Point		Bassian		Sid Wainer		Other Acquisitions		Total





Balance December 27, 2019	$	4,544	$	7,957	$	—	$	2,197	$	14,698
Acquisition value	—		—		2,081		1,383		3,464

Cash payments	—		(2,250)		—		(677)		(2,927)
Changes in fair value	(2,540)		(1,677)		(1,591)		(841)		(6,649)
Balance June 26, 2020	$	2,004	$	4,030	$	490	$	2,062	$	8,586

Fair Value of Financial Instruments

The following table presents the carrying value and fair value of the Company’s convertible notes. In estimating the fair value of the convertible notes, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk-free interest rate in calculating the fair value estimate.


	June 26, 2020						December 27, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Senior Notes	$	150,000	$	137,083	$	150,000	$	165,000
Convertible Unsecured Note	$	4,000	$	3,790	$	4,000	$	4,282

- Definition

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

+ References + Details

Acquisitions

6 Months Ended

Jun. 26, 2020

Business Combinations [Abstract]

Acquisitions

Sid Wainer

On January 27, 2020, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets, including certain real-estate assets, of Sid Wainer & Son (“Sid Wainer”), a specialty food and produce distributor in New England. The final purchase price was approximately $44,081, consisting of $46,450 paid in cash at closing, partially offset by $2,369 net working capital true-up receivable. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $4,000 over a two-year period. The payment of the earn-out liability is subject to the successful achievement of certain gross profit targets. The Company estimated the fair value of this contingent earn-out liability to be $2,081 and $490 as of January 27, 2020 and June 26, 2020, respectively.

The Company is in the process of finalizing a valuation of the earn-out liability, and tangible and intangible assets of Sid Wainer as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill for the Sid Wainer acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty food and produce distributor to leverage the Company’s existing products in the markets served by Sid Wainer, to supply Sid Wainer’s produce offerings to our metro New York market and any intangible assets that do not qualify for separate recognition. The Company reflected net sales of $12,869 and $38,620 for the thirteen weeks and twenty-six weeks ended June 26, 2020, respectively, and an operating loss of $4,044 and $5,149 for the thirteen weeks and twenty-six weeks ended June 26, 2020, respectively, in its consolidated statement of operations.

The table below presents unaudited pro forma consolidated income statement information of the Company as if the Sid Wainer acquisition had occurred on December 29, 2018. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisition. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, any incremental costs for Sid Wainer transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information reflects amortization and depreciation of the Sid Wainer acquisition at their respective fair values.


	Thirteen Weeks Ended							Twenty-Six Weeks Ended
	June 26, 2020		—	June 28, 2019		June 26, 2020		June 28, 2019
Net sales	$	213,274		$	468,379	$	588,705	$	870,453
(Loss) income before income taxes	(32,186)			11,230		(54,368)		10,791

Additionally, during the quarter ended March 27, 2020, the Company paid approximately $16,356 for a specialty center-of-the plate distributor in New England.

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


	Sid Wainer		Other Acquisitions
Current assets	$	22,960	$	6,172
Customer relationships	—		6,200
Trademarks	3,500		700

Goodwill	11,571		5,291
Fixed assets	19,425		308


Right-of-use assets	8,259		1,019
Lease liabilities	(8,259)		(1,019)


Current liabilities	(11,294)		(932)
Earn-out liability	(2,081)		(1,383)



Total consideration	$	44,081	$	16,356

The Company recognized professional fees of $435 in operating expenses related to the acquisitions in the first quarter of fiscal 2020.

Inventories	6 Months Ended
Inventories	Jun. 26, 2020
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $7,541 and $1,937 at June 26, 2020 and December 27, 2019, respectively. The Company incurred estimated inventory charges of approximately $8,800 related to inventory obsolescence due to COVID-19 during fiscal 2020.

Equipment, Leasehold Improvements and Software

6 Months Ended

Jun. 26, 2020

Property, Plant and Equipment [Abstract]

Equipment, Leasehold Improvements and Software

Equipment, leasehold improvements and software as of June 26, 2020 and December 27, 2019 consisted of the following:



	Useful Lives	June 26, 2020		December 27, 2019
Land	Indefinite	$	5,020	$	1,170
Buildings	20 years	15,806		1,360
Machinery and equipment	5 - 10 years	24,687		21,718
Computers, data processing and other equipment	3 - 7 years	13,960		12,686
Software	3 - 7 years	29,883		29,305
Leasehold improvements	1 - 40 years	71,409		70,903
Furniture and fixtures	7 years	3,369		3,309
Vehicles	5 - 7 years	20,008		6,410
Other	7 years	96		95
Construction-in-process		9,890		9,200
		194,128		156,156
Less: accumulated depreciation and amortization		(72,953)		(63,310)
Equipment, leasehold improvements and software, net		$	121,175	$	92,846

Construction-in-process at June 26, 2020 and December 27, 2019 related primarily to the implementation of the Company’s Enterprise Resource Planning system.

The components of depreciation and amortization expense were as follows:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019		June 26, 2020		June 28, 2019
Depreciation expense	$	3,663	$	2,262	$	7,231	$	4,235
Software amortization	$	1,250	$	912	$	2,444	$	1,820
	$	4,913	$	3,174	$	9,675	$	6,055

The net book value of equipment financed under finance leases at June 26, 2020 and December 27, 2019 was $15,934 and $3,905, respectively.

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 26, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

COVID-19 has had a material impact on the Company’s customers. In an effort to limit the spread of the virus, federal, state and local governments have implemented measures that have resulted in the closure of non-essential businesses in many of the markets the Company serves, which has forced its customers in those markets to either transition their establishments to take-out service, delivery service or temporarily cease operations. Beginning in mid-March these actions led to a significant decrease in demand for the Company’s products. The adverse impact to the Company’s customer base and its market capitalization were triggering events during the first quarter of fiscal 2020 and accordingly, the Company performed interim goodwill and long-lived asset quantitative impairment tests as of March 27, 2020.

Goodwill Impairment Test

The Company estimated the fair value of its reporting units using an income approach that incorporates the use of a discounted cash flow model that involves many management assumptions that are based upon future growth projections which include estimates of COVID-19’s impact on our business. Assumptions include estimates of future revenues, growth rates which take into account estimated inflation rates, estimates of future levels of gross profit and operating profit, projected capital expenditures and discount rates based upon industry and competitor analyses. On the basis of these assumptions, the Company determined that the fair values of its reporting units exceeded the net carry values of their assets and liabilities by approximately $400,000, $19,000 and $14,000 for the East Coast, Midwest and West Coast reporting units, respectively. As such, goodwill was not impaired as of March 27, 2020. Management determined that there were no triggering events during the second quarter of fiscal 2020 that would require additional goodwill impairment testing.

Long-lived Impairment Test

Long-lived assets, including other intangible assets, were tested for recoverability at the asset group level. The Company estimated the net undiscounted cash flows expected to be generated from the asset group over the expected useful of the asset group’s primary asset. Key assumptions include future revenues, growth rates, estimates of future levels of gross profit and operating profit and projected capital expenditures necessary to maintain the operating capacity of each asset group. On the basis of these assumptions, the Company determined that the undiscounted cash flows for each of the Company’s asset groups exceeded their respective carry values and therefore long-lived assets were not impaired as of March 27, 2020. Management determined that there were no triggering events during the second quarter of fiscal 2020 that would require additional testing.

Although the Company’s interim goodwill and long-lived asset impairment tests indicated no impairment existed, the impacts of COVID-19 on our business are uncertain and will depend on future developments, and as such, it is possible that another triggering event could occur that under certain circumstances could cause us to recognize an impairment charge in the future.

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






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

Acquisitions	16,862
Foreign currency translation	(44)
Carrying amount as of June 26, 2020	$	214,561

Other intangible assets consist of customer relationships being amortized over a period ranging from four to twenty years, trademarks being amortized over a period of one to forty years, and non-compete agreements being amortized over a period of two to six years.

Other intangible assets as of June 26, 2020 and December 27, 2019 consisted of the following:


June 26, 2020	Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	$	141,387	$	(50,285)	$	91,102
Non-compete agreements	8,579		(7,617)		962
Trademarks	68,668		(18,377)		50,291
Total	$	218,634	$	(76,279)	$	142,355


December 27, 2019
Customer relationships	$	135,226	$	(45,454)	$	89,772
Non-compete agreements	8,579		(7,479)		1,100
Trademarks	64,505		(16,626)		47,879
Total	$	208,310	$	(69,559)	$	138,751

The Company occasionally makes small, tuck-in acquisitions that are immaterial, both individually and in the aggregate. Therefore, increases in goodwill and gross intangible assets per the above tables may not agree to the increases of these assets as shown for specific acquisitions in Note 5 “Acquisitions.”

Amortization expense for other intangibles was $3,422 and $3,307 for the thirteen weeks ended June 26, 2020 and June 28, 2019, respectively, and $6,720 and $6,184 for the twenty-six weeks ended June 26, 2020 and June 28, 2019, respectively.

Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 25, 2020 and each of the next four fiscal years and thereafter is as follows:


2020	$	6,788
2021	13,572
2022	12,792
2023	11,764
2024	11,421
Thereafter	86,018
Total	$	142,355

Debt Obligations

6 Months Ended

Jun. 26, 2020

Debt Disclosure [Abstract]

Debt Obligations

Debt obligations as of June 26, 2020 and December 27, 2019 consisted of the following:


	June 26, 2020		December 27, 2019
Senior secured term loans	$	202,410	$	238,129
Convertible senior notes	150,000		150,000
Asset-based loan facility	40,000		—
Convertible unsecured note	4,000		4,000
Finance lease and other financing obligations	16,092		3,905


Deferred finance fees and original issue discount	(8,779)		(9,207)
Total debt obligations	403,723		386,827
Less: current installments	(5,905)		(721)
Total debt obligations excluding current installments	$	397,818	$	386,106

On June 8, 2020, the Company entered into a sixth amendment (the “Sixth Amendment”) to its senior secured term loan credit agreement (the “Credit Agreement”). Upon the consent of the lenders, the Sixth Amendment converted a portion of the term loans then outstanding of $238,129 (the “Term Loans”) into a new tranche of term loans (the “2025 Tranche”) which among other things extended the maturity date by three years and increased the fixed-rate portion of interest charged by 200 basis

points. The portion of the Term Loans that did not convert (the “2022 Tranche”) retained the maturity date and interest rate in effect prior to the Sixth Amendment.The Company made a prepayment of $35,719 on the 2025 Tranche immediately after it was established.

The following table summarizes the key terms of the Term Loans:

Term Loans

Principal Outstanding

Interest Rate

Maturity Date⁽¹⁾

Scheduled Principal Payments

2022 Tranche

31,166

LIBOR + 3.5%

June 22, 2022

none

2025 Tranche

171,244

LIBOR + 5.5%

June 22, 2025

0.25% per quarter

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

The Sixth Amendment introduced a minimum liquidity covenant which requires the Company to maintain at least $35,000 of liquidity as of the last day of any fiscal quarter where EBITDA, as defined in the Credit Agreement, is less than $10,000. The Company had minimum liquidity, as defined in the Credit Agreement, of $249,068 as of June 26, 2020.

As of June 26, 2020, the Company was in compliance with all debt covenants and the Company had reserved $16,641 of the asset-based loan facility (“ABL Facility”) for the issuance of letters of credit. As of June 26, 2020, funds totaling $31,828 were available for borrowing under the ABL Facility. At June 26, 2020, the weighted average interest rate charged on the Company’s senior secured term loan was approximately 5.7% and the interest rate charged on the Company’s ABL Facility was approximately 1.4%.

Stockholders' Equity

6 Months Ended

Jun. 26, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock Purchase Rights

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

Public Common Stock Offering

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

Equity Awards

The following table reflects the activity of RSAs during the twenty-six weeks ended June 26, 2020:


	Shares	Weighted Average Grant Date Fair Value




Unvested at December 27, 2019	740,609	$	27.68
Granted	998,671	17.54
Vested	(205,779)	24.55
Forfeited	(15,201)	22.00
Unvested at June 26, 2020	1,518,300	$	21.49

The Company granted 998,671 RSAs to its employees and directors at a weighted average grant date fair value of $17.54 during the twenty-six weeks ended June 26, 2020. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up to four years. The Company recognized expense totaling $1,999 and $1,088 on its RSAs during the thirteen weeks ended June 26, 2020 and June 28, 2019, respectively, and $2,850 and $1,889 during the twenty-six weeks ended June 26, 2020 and June 28, 2019, respectively.

At June 26, 2020, the total unrecognized compensation cost for unvested RSAs was $16,573 and the weighted-average remaining period was approximately 2.5 years. Of this total, $12,966 related to RSAs with time-based vesting provisions and $3,607 related to RSAs with performance-based vesting provisions. At June 26, 2020, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.6 years and 2.3 years, respectively.

The Company’s stock options fully vested during the first quarter of fiscal 2019. The Company recognized expense of zero and $114 on stock options during the thirteen weeks and twenty-six weeks ended June 28, 2019, respectively. No share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of June 26, 2020, there were 1,238,118 shares available for grant under the 2019 Omnibus Equity Incentive Plan.

Income Taxes	6 Months Ended
Income Taxes	Jun. 26, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. The legislation provides temporary changes to the extent to which companies can carryback net operating losses, changes to interest expense deduction limitations and other tax relief provisions. The Company’s effective income tax rate was 35.5% and 27.5% for the twenty-six weeks ended June 26, 2020 and June 28, 2019, respectively. The higher effective tax rate in the current fiscal year is primarily related to the Company’s current net loss forecast for fiscal 2020 which, under the CARES Act, allows the Company to claim Federal tax refunds against taxes paid in fiscal 2015 and 2017, both of which were at statutory tax rates of 35%. The Company’s income tax provision reflects the impact of an expected income tax refund receivable of $13,054 as of June 26, 2020 which is reflected in prepaid expenses and other current assets on the Company’s consolidated balance sheet.

- 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 + Details

Related Parties	6 Months Ended
Related Parties	Jun. 26, 2020
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 totaled $123 and $109 during the thirteen weeks ended June 26, 2020 and June 28, 2019, respectively, and $241 and $217 during the twenty-six weeks ended June 26, 2020 and June 28, 2019, respectively. This lease was amended during the first quarter of fiscal 2020 and expires on September 30, 2023.

Supplemental Disclosures of Cash Flow Information

6 Months Ended

Jun. 26, 2020

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosures of Cash Flow Information


	Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019
Supplemental cash flow disclosures:
Cash paid for income taxes, net of cash received	$	334	$	3,690
Cash paid for interest, net of cash received	$	9,730	$	9,494
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,476	$	12,174
Operating cash flows from finance leases	$	264	$	40
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	5,744	$	146,726
Finance leases	$	13,980	$	1,728
Other non-cash investing and financing activities:



Net working capital adjustment receivable	$	3,013	$	—


Convertible notes issued for acquisitions	$	—	$	4,000
Contingent earn-out liabilities for acquisitions	$	3,464	$	2,800

Operations and Basis of Presentation (Policies)	6 Months Ended
Operations and Basis of Presentation (Policies)	Jun. 26, 2020
Organization, Consolidation and Presentation of Financial Statements [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 Coast, Midwest and West Coast that aggregate into one reportable segment, foodservice 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.
Unaudited Interim Financial Statements	The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 27, 2019 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 24, 2020. The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 24, 2020, and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations, COVID-19 and other factors, the results of operations for the thirteen and twenty-six weeks ended June 26, 2020 are not necessarily indicative of the results to be expected for the full year.
Use of Estimates	The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates.
Guidance Adopted in Fiscal 2020 and Guidance Not Yet Adopted	Guidance Adopted in Fiscal 2020 Measurement of Credit Losses on Financial Instruments: In June 2016 and as further amended in November 2018, the Financial Accounting Standards Board (the “FASB”) issued guidance which requires entities to use a forward-looking expected loss model to estimate credit losses. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. The Company adopted this guidance on December 28, 2019. The Company analyzes customer creditworthiness, accounts receivable balances, payment history, payment terms and historical bad debt levels when evaluating the adequacy of its allowance for doubtful accounts. In instances where a reserve has been recorded for a particular customer, future sales to the customer are either conducted using cash-on-delivery terms or the account is closely monitored so that agreed-upon payments are received prior to orders being released. A failure to pay results in held or cancelled orders. The Company also estimates receivables that will ultimately be uncollectible based upon historical write-off experience. Management incorporates current macro-economic factors in existence as of the balance sheet date that may impact the food-away-from-home industry and/or its customers, and specifically, beginning in the first quarter of fiscal 2020, the impact of COVID-19. Adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. Leases: In April 2020, the FASB issued guidance describing appropriate approaches entities should follow when accounting for lease concessions negotiated due to the effects of COVID-19. The Company has negotiated rent deferrals with certain lessors that do not materially modify the amount of consideration due under the original contract terms. Consistent with the guidance, the Company elected to recognize such rent deferrals as accrued expenses. The Company will continue to recognize expense during the deferral period. Guidance Not Yet Adopted Simplifying the Accounting for Income Taxes: In December 2019, the FASB issued guidance that eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period and other simplifications and clarifications. The guidance will be effective for fiscal years beginning after December 15, 2020. 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.
Revenue Recognition, Deferred Revenue, Right of Return	Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within operating expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized.The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information.Certain customer arrangements in the Company’s direct-to-consumer business, prepaid gift plans and gift card purchases, result in deferred revenues when cash payments are received in advance of performance. The Company recognizes revenue on its prepaid gift plans when control of each product is transferred to the customer. Performance obligations under the Company’s prepaid gift plans are satisfied within a period of twelve months or less. Gift cards issued by the Company do not have expiration dates. The Company records a liability for unredeemed gift cards at the time gift cards are sold and the liability is relieved 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.
Contract Costs	Sales commissions are expensed when incurred because the amortization period is one year or less. These costs are presented within operating expenses on the Company’s consolidated statements of operations.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 20
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Paragraph 4
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-URI http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045

+ Details

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Revenue Recognition (Tables)

6 Months Ended

Jun. 26, 2020

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


	Thirteen Weeks Ended														Twenty-Six Weeks Ended
	June 26, 2020						June 28, 2019						June 26, 2020				June 28, 2019
Center-of-the-Plate	$	115,834	57.8	%	$	183,513	44.6	%	$	279,654	48.6	%	$	340,129	44.3	%
Dry Goods	24,099		12.0	%	68,106		16.6	%	81,985		14.2	%	128,139		16.7	%
Pastry	15,548		7.8	%	56,532		13.7	%	64,809		11.3	%	106,737		13.9	%
Cheese and Charcuterie	15,594		7.8	%	41,218		10.0	%	50,667		8.8	%	76,573		10.0	%
Produce	12,048		6.0	%	4,659		1.1	%	36,068		6.3	%	8,380		1.1	%
Dairy and Eggs	7,495		3.7	%	28,671		7.0	%	29,641		5.1	%	54,285		7.1	%
Oils and Vinegars	5,436		2.7	%	20,937		5.1	%	21,595		3.7	%	39,630		5.2	%
Kitchen Supplies	4,442		2.2	%	7,784		1.9	%	11,508		2.0	%	14,574		1.7	%
Total	$	200,496	100	%	$	411,420	100	%	$	575,927	100	%	$	768,447	100	%

Net (Loss) Income per Share (Tables)

6 Months Ended

Jun. 26, 2020

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted net income per share

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


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019		June 26, 2020		June 28, 2019
Net (loss) income per share:
Basic	$	(0.57)	$	0.26	$	(1.05)	$	0.30
Diluted	$	(0.57)	$	0.26	$	(1.05)	$	0.30
Weighted average common shares:
Basic	35,759,193		29,527,167		32,672,876		29,492,138
Diluted	35,759,193		29,848,285		32,672,876		29,844,614

Schedule of reconciliation of net income per common share

Reconciliation of net (loss) income per common share:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019		June 26, 2020		June 28, 2019
Numerator:
Net (loss) income	$	(20,334)	$	7,746	$	(34,419)	$	8,880



Denominator:
Weighted average basic common shares outstanding	35,759,193		29,527,167		32,672,876		29,492,138
Dilutive effect of stock options and unvested common shares	—		321,118		—		352,476

Weighted average diluted common shares outstanding	35,759,193		29,848,285		32,672,876		29,844,614

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

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


	Thirteen Weeks Ended			Twenty-Six Weeks Ended
	June 26, 2020	June 28, 2019	June 26, 2020	June 28, 2019
Restricted share awards (“RSAs”)	534,172	148,793	393,905	74,291

Convertible notes	3,484,788	91,053	3,484,788	91,053

Fair Value Measurements (Tables)

6 Months Ended

Jun. 26, 2020

Fair Value Disclosures [Abstract]

Schedule of changes in Level 3 contingent consideration liability

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


	Fells Point		Bassian		Sid Wainer		Other Acquisitions		Total





Balance December 27, 2019	$	4,544	$	7,957	$	—	$	2,197	$	14,698
Acquisition value	—		—		2,081		1,383		3,464

Cash payments	—		(2,250)		—		(677)		(2,927)
Changes in fair value	(2,540)		(1,677)		(1,591)		(841)		(6,649)
Balance June 26, 2020	$	2,004	$	4,030	$	490	$	2,062	$	8,586

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


	June 26, 2020						December 27, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
Convertible Senior Notes	$	150,000	$	137,083	$	150,000	$	165,000
Convertible Unsecured Note	$	4,000	$	3,790	$	4,000	$	4,282

Acquisitions (Tables)

6 Months Ended

Jun. 26, 2020

Business Combinations [Abstract]

Schedule of pro forma consolidated income statement information


	Thirteen Weeks Ended							Twenty-Six Weeks Ended
	June 26, 2020		—	June 28, 2019		June 26, 2020		June 28, 2019
Net sales	$	213,274		$	468,379	$	588,705	$	870,453
(Loss) income before income taxes	(32,186)			11,230		(54,368)		10,791

Schedule of assets acquired and liabilities assumed

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


	Sid Wainer		Other Acquisitions
Current assets	$	22,960	$	6,172
Customer relationships	—		6,200
Trademarks	3,500		700

Goodwill	11,571		5,291
Fixed assets	19,425		308


Right-of-use assets	8,259		1,019
Lease liabilities	(8,259)		(1,019)


Current liabilities	(11,294)		(932)
Earn-out liability	(2,081)		(1,383)



Total consideration	$	44,081	$	16,356

Equipment, Leasehold Improvements and Software (Tables)

6 Months Ended

Jun. 26, 2020

Property, Plant and Equipment [Abstract]

Schedule of equipment, leasehold improvements and software

Equipment, leasehold improvements and software as of June 26, 2020 and December 27, 2019 consisted of the following:



	Useful Lives	June 26, 2020		December 27, 2019
Land	Indefinite	$	5,020	$	1,170
Buildings	20 years	15,806		1,360
Machinery and equipment	5 - 10 years	24,687		21,718
Computers, data processing and other equipment	3 - 7 years	13,960		12,686
Software	3 - 7 years	29,883		29,305
Leasehold improvements	1 - 40 years	71,409		70,903
Furniture and fixtures	7 years	3,369		3,309
Vehicles	5 - 7 years	20,008		6,410
Other	7 years	96		95
Construction-in-process		9,890		9,200
		194,128		156,156
Less: accumulated depreciation and amortization		(72,953)		(63,310)
Equipment, leasehold improvements and software, net		$	121,175	$	92,846

The components of depreciation and amortization expense were as follows:


	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019		June 26, 2020		June 28, 2019
Depreciation expense	$	3,663	$	2,262	$	7,231	$	4,235
Software amortization	$	1,250	$	912	$	2,444	$	1,820
	$	4,913	$	3,174	$	9,675	$	6,055

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 26, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

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






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

Acquisitions	16,862
Foreign currency translation	(44)
Carrying amount as of June 26, 2020	$	214,561

Schedule of other intangible assets

Other intangible assets as of June 26, 2020 and December 27, 2019 consisted of the following:


June 26, 2020	Gross Carrying Amount		Accumulated Amortization		Net Amount
Customer relationships	$	141,387	$	(50,285)	$	91,102
Non-compete agreements	8,579		(7,617)		962
Trademarks	68,668		(18,377)		50,291
Total	$	218,634	$	(76,279)	$	142,355


December 27, 2019
Customer relationships	$	135,226	$	(45,454)	$	89,772
Non-compete agreements	8,579		(7,479)		1,100
Trademarks	64,505		(16,626)		47,879
Total	$	208,310	$	(69,559)	$	138,751

Schedule of estimated future amortization expense

Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 25, 2020 and each of the next four fiscal years and thereafter is as follows:


2020	$	6,788
2021	13,572
2022	12,792
2023	11,764
2024	11,421
Thereafter	86,018
Total	$	142,355

Debt Obligations (Tables)

6 Months Ended

Jun. 26, 2020

Debt Disclosure [Abstract]

Schedule of debt obligations

Debt obligations as of June 26, 2020 and December 27, 2019 consisted of the following:


	June 26, 2020		December 27, 2019
Senior secured term loans	$	202,410	$	238,129
Convertible senior notes	150,000		150,000
Asset-based loan facility	40,000		—
Convertible unsecured note	4,000		4,000
Finance lease and other financing obligations	16,092		3,905


Deferred finance fees and original issue discount	(8,779)		(9,207)
Total debt obligations	403,723		386,827
Less: current installments	(5,905)		(721)
Total debt obligations excluding current installments	$	397,818	$	386,106

Schedule of term loans

The following table summarizes the key terms of the Term Loans:

Term Loans

Principal Outstanding

Interest Rate

Maturity Date⁽¹⁾

Scheduled Principal Payments

2022 Tranche

31,166

LIBOR + 3.5%

June 22, 2022

none

2025 Tranche

171,244

LIBOR + 5.5%

June 22, 2025

0.25% per quarter

Stockholders' Equity (Tables)

6 Months Ended

Jun. 26, 2020

Stockholders' Equity Note [Abstract]

Schedule of restricted stock awards activity

The following table reflects the activity of RSAs during the twenty-six weeks ended June 26, 2020:


	Shares	Weighted Average Grant Date Fair Value




Unvested at December 27, 2019	740,609	$	27.68
Granted	998,671	17.54
Vested	(205,779)	24.55
Forfeited	(15,201)	22.00
Unvested at June 26, 2020	1,518,300	$	21.49

Supplemental Disclosures of Cash Flow Information (Tables)

6 Months Ended

Jun. 26, 2020

Supplemental Cash Flow Elements [Abstract]

Schedule of supplemental disclosures of cash flow information


	Twenty-Six Weeks Ended
	June 26, 2020		June 28, 2019
Supplemental cash flow disclosures:
Cash paid for income taxes, net of cash received	$	334	$	3,690
Cash paid for interest, net of cash received	$	9,730	$	9,494
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,476	$	12,174
Operating cash flows from finance leases	$	264	$	40
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	5,744	$	146,726
Finance leases	$	13,980	$	1,728
Other non-cash investing and financing activities:



Net working capital adjustment receivable	$	3,013	$	—


Convertible notes issued for acquisitions	$	—	$	4,000
Contingent earn-out liabilities for acquisitions	$	3,464	$	2,800

Operations and Basis of Presentation - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 26, 2020 USD ($) segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment	3
Number of reportable segments \| segment	1
Incremental bad debt expense related to COVID-19 pandemic \| $	$ 15,800
Incremental inventory obsolescence related to COVID-19 pandemic \| $	$ 8,800

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 26, 2020	Dec. 27, 2019
Disaggregation of Revenue [Line Items]
Deferred revenues	$ 1,276	$ 1,345
Refund liability	145	314
Right to recover product	$ 90	$ 194
Maximum amortization period, capitalized contract costs	1 year
Minimum
Disaggregation of Revenue [Line Items]
Payment term for contracts with customers	20 days
Maximum
Disaggregation of Revenue [Line Items]
Payment term for contracts with customers	60 days

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 200,496	$ 411,420	$ 575,927	$ 768,447
Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	100.00%	100.00%	100.00%	100.00%
Center-of-the-Plate
Disaggregation of Revenue [Line Items]
Net sales	$ 115,834	$ 183,513	$ 279,654	$ 340,129
Center-of-the-Plate \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	57.80%	44.60%	48.60%	44.30%
Dry Goods
Disaggregation of Revenue [Line Items]
Net sales	$ 24,099	$ 68,106	$ 81,985	$ 128,139
Dry Goods \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	12.00%	16.60%	14.20%	16.70%
Pastry
Disaggregation of Revenue [Line Items]
Net sales	$ 15,548	$ 56,532	$ 64,809	$ 106,737
Pastry \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	7.80%	13.70%	11.30%	13.90%
Cheese and Charcuterie
Disaggregation of Revenue [Line Items]
Net sales	$ 15,594	$ 41,218	$ 50,667	$ 76,573
Cheese and Charcuterie \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	7.80%	10.00%	8.80%	10.00%
Produce
Disaggregation of Revenue [Line Items]
Net sales	$ 12,048	$ 4,659	$ 36,068	$ 8,380
Produce \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	6.00%	1.10%	6.30%	1.10%
Dairy and Eggs
Disaggregation of Revenue [Line Items]
Net sales	$ 7,495	$ 28,671	$ 29,641	$ 54,285
Dairy and Eggs \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	3.70%	7.00%	5.10%	7.10%
Oils and Vinegars
Disaggregation of Revenue [Line Items]
Net sales	$ 5,436	$ 20,937	$ 21,595	$ 39,630
Oils and Vinegars \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	2.70%	5.10%	3.70%	5.20%
Kitchen Supplies
Disaggregation of Revenue [Line Items]
Net sales	$ 4,442	$ 7,784	$ 11,508	$ 14,574
Kitchen Supplies \| Net Sales \| Product Concentration Risk
Disaggregation of Revenue [Line Items]
Percentage of total Net sales	2.20%	1.90%	2.00%	1.70%

Net (Loss) Income per Share - Computation of Basic and Diluted Earnings per Share (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019
Net (loss) income per share:
Basic (in dollars per share)	$ (0.57)	$ 0.26	$ (1.05)	$ 0.30
Diluted (in dollars per share)	$ (0.57)	$ 0.26	$ (1.05)	$ 0.30
Weighted average common shares:
Basic (in shares)	35,759,193	29,527,167	32,672,876	29,492,138
Diluted (in shares)	35,759,193	29,848,285	32,672,876	29,844,614

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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- Definition

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

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Net (Loss) Income per Share - Schedule of Reconciliation of Earnings per Share (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 26, 2020	Mar. 27, 2020	Jun. 28, 2019	Mar. 29, 2019	Jun. 26, 2020	Jun. 28, 2019
Numerator:
Net (loss) income	$ (20,334)	$ (14,085)	$ 7,746	$ 1,134	$ (34,419)	$ 8,880
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]
Weighted average basic common shares outstanding (in shares)	35,759,193		29,527,167		32,672,876	29,492,138
Dilutive effect of stock options and unvested common shares (in shares)	0		321,118		0	352,476
Weighted average diluted common shares outstanding (in shares)	35,759,193		29,848,285		32,672,876	29,844,614

- Definition

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

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+ Details

Net (Loss) Income per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019
Restricted share awards (“RSAs”)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	534,172	148,793	393,905	74,291
Convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	3,484,788	91,053	3,484,788	91,053

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Jun. 26, 2020	Dec. 27, 2019
Fair Value Disclosures [Abstract]
Long-term earn-out liabilities	$ 5,192	$ 7,957

Fair Value Measurements - Summary of Changes in Level 3 Contingent Consideration Liability (Details) $ in Thousands	6 Months Ended
	Jun. 26, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	$ 14,698
Acquisition value	3,464
Cash payments	(2,927)
Changes in fair value	(6,649)
Balance at end of period	8,586
Fells Point
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	4,544
Acquisition value	0
Cash payments	0
Changes in fair value	(2,540)
Balance at end of period	2,004
Bassian
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	7,957
Acquisition value	0
Cash payments	(2,250)
Changes in fair value	(1,677)
Balance at end of period	4,030
Sid Wainer
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	0
Acquisition value	2,081
Cash payments	0
Changes in fair value	(1,591)
Balance at end of period	490
Other Acquisitions
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	2,197
Acquisition value	1,383
Cash payments	(677)
Changes in fair value	(841)
Balance at end of period	$ 2,062

Fair Value Measurements - Summary of the Carrying Value and Fair Value of Convertible Subordinated Notes (Details) - Fair Value Inputs Level 3 - USD ($) $ in Thousands	Jun. 26, 2020	Dec. 27, 2019
Senior Notes \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes	$ 150,000	$ 150,000
Senior Notes \| Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes	137,083	165,000
Unsecured Debt \| Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes	4,000	4,000
Unsecured Debt \| Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible Notes	$ 3,790	$ 4,282

Acquisitions - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Jan. 27, 2020	Jun. 26, 2020	Mar. 27, 2020	Jun. 26, 2020
Cambridge Packing Co.
Business Acquisition [Line Items]
Payment made for asset acquisition			$ 16,356
Sid Wainer
Business Acquisition [Line Items]
Purchase price	$ 44,081
Cash amount paid	46,450
Cash received	2,369
Additional contingent consideration, amount	$ 4,000
Additional contingent consideration, term (in years)	2 years
Estimated fair value of contingent earn-out liability	$ 2,081	$ 490		$ 490
Net sales of acquiree since acquisition date		12,869		38,620
Operating earnings (loss) of acquiree since acquisition date		$ (4,044)		$ (5,149)
Professional fees	$ 435

Acquisitions - Pro Forma Consolidated Income Statement Information (Details) - Sid Wainer - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019
Business Acquisition [Line Items]
Net sales	$ 213,274	$ 468,379	$ 588,705	$ 870,453
(Loss) income before income taxes	$ (32,186)	$ 11,230	$ (54,368)	$ 10,791

Acquisitions - Summary of Cash Price for Acquisition (Details) - USD ($) $ in Thousands	Jun. 26, 2020	Jan. 27, 2020	Dec. 27, 2019
Business Acquisition [Line Items]
Goodwill	$ 214,561		$ 197,743
Sid Wainer
Business Acquisition [Line Items]
Current assets		$ 22,960
Goodwill		11,571
Fixed assets		19,425
Right-of-use assets		8,259
Lease liabilities		(8,259)
Current liabilities		(11,294)
Earn-out liability	(490)	(2,081)
Total consideration		44,081
Sid Wainer \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets		0
Sid Wainer \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets		$ 3,500
Other Acquisitions
Business Acquisition [Line Items]
Current assets	6,172
Goodwill	5,291
Fixed assets	308
Right-of-use assets	1,019
Lease liabilities	(1,019)
Current liabilities	(932)
Earn-out liability	(1,383)
Total consideration	16,356
Other Acquisitions \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	6,200
Other Acquisitions \| Trademarks
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 700

Inventories - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
Inventories - Narrative (Details) - USD ($) $ in Thousands	Jun. 26, 2020	Dec. 27, 2019
Inventory Disclosure [Abstract]
Reserves for shrinkage, excess and obsolescence	$ 7,541	$ 1,937
Incremental inventory obsolescence related to COVID-19 pandemic	$ 8,800

Equipment, Leasehold Improvements and Software (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 26, 2020	Dec. 27, 2019
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 194,128	$ 156,156
Less: accumulated depreciation and amortization	(72,953)	(63,310)
Equipment, leasehold improvements and software, net	121,175	92,846
Land
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 5,020	1,170
Buildings
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	20 years
Equipment, leasehold improvements and software, gross	$ 15,806	1,360
Machinery and equipment
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 24,687	21,718
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	10 years
Computers, data processing and other equipment
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 13,960	12,686
Computers, data processing and other equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	3 years
Computers, data processing and other equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	7 years
Software
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 29,883	29,305
Software \| Minimum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	3 years
Software \| Maximum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 71,409	70,903
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	1 year
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	40 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	7 years
Equipment, leasehold improvements and software, gross	$ 3,369	3,309
Vehicles
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 20,008	6,410
Vehicles \| Minimum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	5 years
Vehicles \| Maximum
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	7 years
Other
Property, Plant and Equipment [Line Items]
Useful Lives (in years)	7 years
Equipment, leasehold improvements and software, gross	$ 96	95
Construction-in-process
Property, Plant and Equipment [Line Items]
Equipment, leasehold improvements and software, gross	$ 9,890	$ 9,200

Equipment, Leasehold Improvements and Software - Components of Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019	Dec. 27, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense, various assets	$ 4,913	$ 3,174	$ 9,675	$ 6,055
Equipment and vehicles financed by leases	121,175		121,175		$ 92,846
Excluding assets held under finance leases
Property, Plant and Equipment [Line Items]
Depreciation expense, various assets	3,663	2,262	7,231	4,235
Software
Property, Plant and Equipment [Line Items]
Depreciation expense, various assets	1,250	$ 912	2,444	$ 1,820
Assets held under finance leases
Property, Plant and Equipment [Line Items]
Equipment and vehicles financed by leases	$ 15,934		$ 15,934		$ 3,905

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 3,422	$ 3,307	$ 6,720	$ 6,184
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets (in years)			4 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets (in years)			20 years
Trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets (in years)			1 year
Trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets (in years)			40 years
Noncompete Agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets (in years)			2 years
Noncompete Agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets (in years)			6 years
East Coast
Finite-Lived Intangible Assets [Line Items]
Amount of fair value in excess of carrying amount	400,000		$ 400,000
Midwest
Finite-Lived Intangible Assets [Line Items]
Amount of fair value in excess of carrying amount	19,000		19,000
West Coast
Finite-Lived Intangible Assets [Line Items]
Amount of fair value in excess of carrying amount	$ 14,000		$ 14,000

Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 26, 2020 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 197,743
Acquisitions	16,862
Foreign currency translation	(44)
Ending balance	$ 214,561

Goodwill and Other Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands	Jun. 26, 2020	Dec. 27, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 218,634	$ 208,310
Accumulated Amortization	(76,279)	(69,559)
Net Amount	142,355	138,751
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	141,387	135,226
Accumulated Amortization	(50,285)	(45,454)
Net Amount	91,102	89,772
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,579	8,579
Accumulated Amortization	(7,617)	(7,479)
Net Amount	962	1,100
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	68,668	64,505
Accumulated Amortization	(18,377)	(16,626)
Net Amount	$ 50,291	$ 47,879

Goodwill and Other Intangible Assets - Future amortization (Details) $ in Thousands	Jun. 26, 2020 USD ($)
Estimated amortization in fiscal year:
2020	$ 6,788
2021	13,572
2022	12,792
2023	11,764
2024	11,421
Thereafter	86,018
Total	$ 142,355

Debt Obligations - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands	Jun. 26, 2020	Dec. 27, 2019
Debt Instrument [Line Items]
Finance lease and other financing obligations	$ 16,092	$ 3,905
Deferred finance fees and original issue discount	(8,779)	(9,207)
Total debt obligations	403,723	386,827
Less: current installments	(5,905)	(721)
Total debt obligations excluding current installments	397,818	386,106
Senior secured term loans
Debt Instrument [Line Items]
Long-term debt	202,410	238,129
Convertible senior notes
Debt Instrument [Line Items]
Long-term debt	150,000	150,000
Asset-based loan facility
Debt Instrument [Line Items]
Long-term debt	40,000	0
Convertible unsecured note
Debt Instrument [Line Items]
Long-term debt	$ 4,000	$ 4,000

Debt Obligations - Narrative (Details) - USD ($)		6 Months Ended
Debt Obligations - Narrative (Details) - USD ($)	Jun. 08, 2020	Jun. 26, 2020
2025 Tranche \| Credit facility
Debt Instrument [Line Items]
Term loans	$ 238,129,000
Term loans, maturity date extension (in years)	3 years
Prepayment	$ 35,719,000
2025 Tranche \| Credit facility \| Base Rate
Debt Instrument [Line Items]
Basis points	2.00%
1.875% Convertible Senior Notes \| Convertible senior notes
Debt Instrument [Line Items]
Interest rate		1.875%
ABL Facility \| Credit facility
Debt Instrument [Line Items]
Amounts reserved for issuance of letters of credit		$ 16,641,000
Line of credit facility, current borrowing capacity		$ 31,828,000
Effective interest rate		1.40%
Senior secured term loan \| Credit facility
Debt Instrument [Line Items]
Debt issuance costs	$ 856,000
Debt transaction cost	$ 1,233,000
Minimum liquidity covenant		$ 35,000,000
EBITDA covenant		10,000,000
Minimum liquidity amount		$ 249,068,000
Effective interest rate		5.70%

Debt Obligations - Schedule of Term Loans (Details) - Senior secured term loans - USD ($) $ in Thousands	6 Months Ended
	Jun. 26, 2020	Dec. 27, 2019
Debt Instrument [Line Items]
Term Loans, Principle Outstanding	$ 202,410	$ 238,129
2022 Tranche
Debt Instrument [Line Items]
Term Loans, Principle Outstanding	$ 31,166
2022 Tranche \| LIBOR
Debt Instrument [Line Items]
Term Loans, Interest Rate (as a percent)	3.50%
2025 Tranche
Debt Instrument [Line Items]
Term Loans, Principle Outstanding	$ 171,244
Term Loans, Scheduled Principle Payments (as a percent)	0.25%
2025 Tranche \| LIBOR
Debt Instrument [Line Items]
Term Loans, Interest Rate (as a percent)	5.50%

Stockholders' Equity - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended
Stockholders' Equity - Narrative (Details) - USD ($)	May 14, 2020	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019	Mar. 22, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense, capitalized				$ 0
Number of shares available for grant (in shares)		1,238,118		1,238,118
Public Stock Offering
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares sold in offering (in shares)	5,769,231
Offering price per share ($ per share)	$ 13.00
Aggregate net proceeds from stock offering	$ 74,691,000
Over-Allotment Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares sold in offering (in shares)	865,384
Offering price per share ($ per share)	$ 13.00
Aggregate net proceeds from stock offering	$ 11,250,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)				998,671
Weighted average grant date fair value (in usd per share)				$ 17.54
Recognized expense		$ 1,999,000	$ 1,088,000	$ 2,850,000	$ 1,889,000
Total unrecognized compensation cost, RSAs		16,573,000		$ 16,573,000
Weighted average remaining term (in years)				2 years 6 months
Time and Performance Based Grants \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)				4 years
Time-Based Restricted Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost, RSAs		12,966,000		$ 12,966,000
Weighted average remaining term (in years)				2 years 7 months 6 days
Performance-Based Restricted Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost, RSAs		$ 3,607,000		$ 3,607,000
Weighted average remaining term (in years)				2 years 3 months 18 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized expense			$ 0		$ 114,000
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
Exercise price of right (in dollars per share)						$ 40.00

Stockholders' Equity - Schedule of Restricted Stock Awards (Details) - Restricted Stock	6 Months Ended
	Jun. 26, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested at beginning balance (in shares) \| shares	740,609
Granted (in shares) \| shares	998,671
Vested (in shares) \| shares	(205,779)
Forfeited (in shares) \| shares	(15,201)
Unvested at ending balance (in shares) \| shares	1,518,300
Weighted Average Grant Date Fair Value
Unvested at beginning balance (in usd per shares) \| $ / shares	$ 27.68
Granted (in usd per share) \| $ / shares	17.54
Vested (in usd per share) \| $ / shares	24.55
Forfeited (in usd per share) \| $ / shares	22.00
Unvested at ending balance (in usd per shares) \| $ / shares	$ 21.49

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Jun. 26, 2020	Jun. 28, 2019
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	35.50%	27.50%
CARES Act, Income tax refund receivable	$ 13,054

Related Parties - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019	Jun. 26, 2020	Jun. 28, 2019
Related Party Transactions [Abstract]
Ownership interest in facilities owned by entities controlled by company's stockholders			100.00%
Expenses related to transactions with related parties	$ 123	$ 109	$ 241	$ 217

Supplemental Disclosures of Cash Flow Information - Summary of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 26, 2020	Jun. 28, 2019
Supplemental cash flow disclosures:
Cash paid for income taxes, net of cash received	$ 334	$ 3,690
Cash paid for interest, net of cash received	9,730	9,494
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	13,476	12,174
Operating cash flows from finance leases	264	40
ROU assets obtained in exchange for lease liabilities:
Operating leases	5,744	146,726
Finance leases	13,980	1,728
Other non-cash investing and financing activities:
Net working capital adjustment receivable	3,013	0
Convertible notes issued for acquisitions	0	4,000
Contingent earn-out liabilities for acquisitions	$ 3,464	$ 2,800