Acquisitions

6 Months Ended

Jun. 24, 2022

Business Combination and Asset Acquisition [Abstract]

During the second quarter of fiscal 2022, the Company completed two acquisitions for an aggregate purchase price of approximately $22,500, paid in cash, subject to customary working capital adjustments. The Company will also pay additional contingent consideration, if earned, in the form of earn-out amounts which could total $2,000 in the aggregate. The Company is in the process of finalizing a valuation of the tangible and intangible assets as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill of $3,947 will be amortized over 15 years for tax purposes.

Capital Seaboard

On December 28, 2021, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of CGC Holdings, Inc. (“Capital Seaboard”), a specialty seafood and produce distributor in Maryland. The purchase price was approximately $31,036, consisting of $28,000 paid in cash at closing, common stock warrants valued at $1,701, and $1,335 paid upon settlement of a net working capital true-up. The Company is in the process of finalizing a valuation of tangible and intangible assets of Capital Seaboard as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. Goodwill for the Capital Seaboard acquisition will be amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established specialty seafood and produce distributor to leverage the Company’s existing products in the markets served by Capital Seaboard, to supply Capital Seaboard’s product offerings to our East Coast markets and any intangible assets that do not qualify for separate recognition.

The Company reflected net sales and income before taxes in its consolidated statement of operations related to the Capital Seaboard acquisition as follows:


	Thirteen Weeks Ended		Twenty-Six Weeks Ended
	June 24, 2022			June 24, 2022
Net sales	$	38,671		$	70,353
Income before income taxes	$	1,759		$	2,892

The table below presents unaudited pro forma consolidated income statement information of the Company as if the acquisitions had occurred on December 26, 2020. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisitions. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, any incremental costs for transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisitions. The pro forma information reflects amortization and depreciation of the acquisitions at their respective fair values.


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	June 24, 2022		June 25, 2021		June 24, 2022		June 25, 2021
Net sales	$	667,413	$	477,733	$	1,179,516	$	801,188
Income (loss) before income taxes	$	23,169	$	1,077	$	25,068	$	(24,450)

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


	Capital Seaboard		Other Acquisitions
Current assets	$	10,130	$	8,834
Customer relationships	7,250		10,410
Trademarks	2,280		620

Goodwill	8,334		8,537
Fixed assets	9,552		197
Other assets	122		17





Current liabilities	(6,632)		(4,915)
Earn-out liability	—		(1,200)

Issuance of warrants	(1,701)		—

Total cash consideration	$	29,335	$	22,500

The Company recognized professional fees of $1,019 in operating expenses related to acquisition related activities in the second quarter of fiscal 2022.