Acquisitions

12 Months Ended

Dec. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Chef Middle East

On November 1, 2022, pursuant to a share sale and purchase agreement, the Company acquired substantially all of the shares of Chef Middle East LLC (“CME”), a specialty food distributor with operations in the United Arab Emirates, Qatar and Oman. The purchase price was approximately $108,749, paid in cash at closing. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $10,000 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 $7,500 as of November 1, 2022 and December 30, 2022. The Company is in the process of finalizing a valuation of tangible and intangible assets of CME as of the acquisition date. When applicable, these valuations require the use of Level 3 inputs. The goodwill recorded primarily reflects the value of acquiring an established specialty seafood and produce distributor and any intangible assets that do not qualify for separate recognition.

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. Customer relationships and trademarks were valued at fair value using Level 3 inputs and are being amortized over 15 and 5 years, respectively. 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.

Other Acquisitions

During fiscal 2022, the Company completed six other acquisitions for an aggregate purchase price of approximately $55,300, consisting of $55,300 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 valuations of tangible and intangible assets as of the acquisition dates. When applicable, these valuations require the use of Level 3 inputs. Goodwill for these acquisitions will be amortized over 15 years for tax purposes.

The Company recognized professional fees of $4,357, $450 and $435 in other operating expenses related to acquisition activities in fiscal 2022, 2021 and 2020, respectively.

The Company reflected net sales and loss before taxes in its consolidated statement of operations related to the acquisitions as follows:


	Fiscal Year Ended
	December 30, 2022
Net sales	$	245,670
Loss before income taxes	$	15,377

The table below presents unaudited pro forma consolidated income statement information of the Company as if the acquisitions completed during fiscal 2022 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.


	Fiscal Year Ended
		December 30, 2022		December 24, 2021
Net sales		$	2,843,207	$	2,211,208
Income before income taxes		$	56,293	$	4,146

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


	Chef Middle East		Capital Seaboard		Other Acquisitions
Current assets	$	84,811	$	10,130	$	14,743
Customer relationships	25,800		7,250		16,700
Trademarks	11,400		2,280		1,000
Non-compete agreements	320		—		—
Goodwill	23,814		8,334		34,101
Fixed assets	16,953		9,552		701
Other assets	941		122		17
Deferred tax liability	(3,635)		—		(2,365)
Right-of-use assets	5,321		16,427		1,491
Lease liabilities	(5,321)		(16,427)		(1,491)


Current liabilities	(44,155)		(6,632)		(8,397)
Earn-out liability	(7,500)		—		(1,200)



Total consideration	$	108,749	$	31,036	$	55,300