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Debt Obligations | 12 Months Ended
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Dec. 27, 2024
Debt Disclosure [Abstract] |
Debt Obligations | Debt Obligations Debt obligations as of December 27, 2024 and December 29, 2023 consisted of the following:
| Weighted Average Effective Interest Rate at December 27, 2024 |  | Maturity |  | December 27, 2024 |  | December 29, 2023
Senior secured term loans | 8.60 | % |  | August 2029 |  | $ | 260,000 |  |  | $ | 276,250 |
2028 Convertible senior notes | 2.77 | % |  | December 2028 |  | 287,500 |  |  | 287,500 |
2024 Convertible senior notes | — | % |  | December 2024 |  | — |  |  | 39,684 |
Asset-based loan facility | 6.37 | % |  | March 2027 |  | 120,000 |  |  | 100,000 |
Finance leases and other financing obligations | 6.42 | % |  | Various |  | 52,673 |  |  | 31,892 |
Unamortized deferred costs and premium |  |  |  |  | (13,389) |  |  | (17,339) |
Total debt obligations |  |  |  |  | 706,784 |  |  | 717,987 |
Less: current installments |  |  |  |  | (18,040) |  |  | (53,185) |
Total long-term debt |  |  |  |  | $ | 688,744 |  |  | $ | 664,802 |
Maturities of the Company’s debt, excluding finance leases, for each of the next five years and thereafter at December 27, 2024 are as follows:
2025 | $ | 8,000 |
2026 | 3,000 |
2027 | 123,000 |
2028 | 290,500 |
2029 | 248,000 |
Thereafter | — |
Total | $ | 672,500 |
Senior Secured Term Loan Credit Facility On June 22, 2016, the Company entered into a credit agreement (the “Term Loan Credit Agreement”) with a group of lenders that provides for a senior secured term loan B facility (the “Term Loan Facility”). On August 23, 2022, the Company entered into an eighth amendment (“Eighth Amendment”) in an aggregate principal amount of $300,000 maturing on August 23, 2029 (“2029 Term Loans”), comprising of a refinancing of the then existing term loans balance under the Term Loan Credit Agreement of $167,391 and an incremental borrowing of $132,609. The incremental funds are to be used for capital expenditures, permitted acquisitions, working capital, and general corporate purposes of the Company. Substantially all of the Company’s assets are pledged as collateral. On August 31, 2023, the Company made a voluntary prepayment of $20,000 towards the 2029 Term Loans. In connection with the prepayment, the Company wrote-off unamortized deferred financing fees of $770, which were included in interest expense within the Company’s consolidated statements of operations. On November 6, 2023, the Company entered into a tenth amendment (“Tenth Amendment”) to the Term Loan Credit Agreement which added a provision to allow share repurchases of the Company’s common stock subject to certain restrictive covenants. In fiscal 2024, the Company entered into two separate amendments to the Term Loan Credit Agreement, both of which reduced the interest rate spread on the Term Loan Facility. Additionally, during the fiscal year ended December 27, 2024, the Company made voluntary principal prepayments totaling $14,000 towards the 2029 Term Loans. In connection with the prepayments, the Company wrote-off unamortized deferred financing fees of $531 during the fiscal year ended December 27, 2024, which were included in interest expense within the Company’s consolidated statements of operations. The Term Credit Agreement includes an accordion which permits the Company to request that the lenders extend additional Term Loans based on certain performance, leverage ratio and other restrictions. The Term Loan Credit Agreement includes a springing maturity of the earlier of August 23, 2029 and the date that is 181 days prior to the schedule maturity date of any individual trance of unsecured indebtedness of which a principal amount in excess of $40,000 remains outstanding on such date. The interest charged on the 2029 Term Loans is equal to a spread plus, at the Company’s option, either the Alternate Base Rate or the secured overnight financing rate (“SOFR”) for one-, two-, three- or six -month interest periods chosen by the Company. The Company is required to make scheduled principal payments of 0.25% of the original principal amount per quarter. The amendments involved multiple members of a loan syndicate. For each amendment, the Company performed an analysis for each lender in accordance with ASC 470 “Debt” to determine whether the amendment resulted in a substantial change to the remaining cash flows which is defined as a change in present value of remaining cash flows of 10% or more. As a result of the analysis for the Eight Amendment, the Company incurred a loss on debt extinguishment of $142 during the fiscal year ended December 30, 2022, which represents the portion of unamortized deferred financing fees attributable to lenders that exited the loan syndicate. The transaction was accounted for as a modification for existing lenders that participated in the 2029 Term Loans. The Company deferred lender and third-party fees of $10,852 as debt issuance costs to be amortized over the term of the loan. Arrangement and third-party transaction costs of $4,498 were expensed as incurred. A similar analysis was performed on the Tenth Amendment and as a result, the Company accounted for it as a modification and deferred lender fees of $1,385 as debt issuance costs to be amortized over the term of the loan and expensed third-party transaction costs of approximately $319 during the fiscal year ended December 29, 2023. As a result of the amendments that occurred during the fiscal year ended December 27, 2024, the Company incurred a loss on debt extinguishment of $154 during the fiscal year ended December 27, 2024, which represents the portion of unamortized deferred financing fees attributable to the lenders that exited the loan syndicate. Arrangement fees of $1,300 and third-party transaction costs of $156 were expensed as incurred during the fiscal year ended December 27, 2024 and included in interest expense and other operating expenses, respectively, within the Company’s consolidated statements of operations. The Term Loan Facility contains affirmative covenants, negative covenants and events of default customary for a term loan B facility of this type. Additionally, the Term Loan Facility includes covenants that restrict the Company’s ability to pay dividends subject to compliance with certain baskets and leverage ratio tests. Asset-Based Loan Facility On June 29, 2018, the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders that provides for an asset-based loan facility (the “ABL”) in the aggregate amount of up to $150,000. On March 11, 2022, the Company entered into a third amendment to the ABL Credit Agreement which increased the aggregate commitments to $200,000 maturing on March 11, 2027. On July 7, 2023, the Company entered into a sixth amendment to the ABL Credit Agreement which increased the aggregate commitments to $300,000 maturing on March 11, 2027. The sixth amendment to the ABL was accounted for as a debt modification. The Company incurred transaction costs of $354 which were capitalized as deferred financing fees to be amortized over the term of the ABL, presented in other non-current assets in the Company’s consolidated balance sheet. Borrowings under the ABL have been used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. Availability under the ABL will be limited to a borrowing base equal to the lesser of: (i) the aggregate amount of commitments or (ii) the sum of specified percentages of eligible receivables and eligible inventory, minus certain availability reserves. The Company under the ABL is entitled on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the ABL in an aggregate principal amount of up to $25,000. The ABL includes a springing maturity date that occurs 90 days prior to the earliest maturity under the Company’s senior secured term loan facility and the date that is 181 days prior to the scheduled maturity date of any individual tranche of unsecured indebtedness of which a principal amount in excess of $40,000 remains outstanding on such date and the maturity date. The interest rate charged on borrowings under the ABL is equal to a spread plus, at the Company’s option, either the Base Rate or a forward-looking term rate based on SOFR for one-, three-, or six-month interest periods chosen by the Company. The Company will pay certain recurring fees with respect to the ABL, including fees on unused lender commitments. The ABL Credit Agreement contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. If the amount of availability under the ABL falls below $21,000 or 10% of the Line Cap, as defined as the lessor of the aggregate commitment and the borrowing base, the Company is required to comply with a minimum consolidated fixed charge coverage ratio of 1:1. As of December 27, 2024, the Company had reserved $33,326 of the ABL for the issuance of letters of credit and funds totaling $146,674 were available for borrowing under the ABL. 2028 Convertible Senior Notes On December 13, 2022, the Company issued $287,500 aggregate principal amount of 2.375% Convertible Senior Notes (the “2028 Convertible Notes”). The 2028 Senior Notes were issued pursuant to an indenture (the “2028 Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. Concurrently with the issuance of the 2028 Convertible Notes, the Company entered into separate, privately negotiated transactions (the “Exchange Transactions”) with a limited number of holders of its 1.875% Convertible Senior Notes ( the “2024 Convertible Notes) to exchange or repurchase approximately $158,316 principal amount of 2024 Convertible Notes for an aggregate consideration consisting of approximately $159,709 in cash, which includes accrued interest on the 2024 Convertible Notes, and approximately 324,066 shares of the Company’s common stock. Net proceeds were used for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. The Company performed an analysis for each lender in accordance with ASC 470 “Debt” to determine whether the Exchange Transactions resulted in a substantial change to the remaining cash flows which is defined as a change in present value of remaining cash flows or a change in the fair value of the conversion option of more than 10%. As a result of the analysis, the Exchange Transaction was recorded as an extinguishment and the Company incurred a loss on debt extinguishment of $14,145 which is reflected in interest expense on the Company’s consolidated statements of operations in the fiscal year ended December 30, 2022. The Company incurred third party transaction costs of approximately $6,971 which were capitalized as deferred financing fees to be amortized over the term of the 2028 Senior Notes. The 2028 Convertible Notes bear interest of 2.375% per annum payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023. The initial conversion price is approximately $44.27 per share together with cash in lieu of any fractional share. The conversion price is subject to adjustments upon the occurrence of certain events. The 2028 Convertible Notes will mature on December 15, 2028, unless earlier converted or repurchased in accordance with their terms. Before September 15, 2028, holders of the 2028 Convertible Notes will have the right to convert only upon the occurrence of certain events. From and after September 15, 2028, holders may convert at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. In addition, if the Company undergoes a fundamental change, as described in the 2028 Indenture, holders may require the Company to repurchase for cash all or part of their 2028 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the required repurchase date. 2024 Convertible Senior Notes On November 22, 2019, the Company issued $150,000 aggregate principal amount of 2024 Convertible Notes pursuant to an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. On March 1, 2021, the Company issued an additional $50,000 aggregate principal amount of 2024 Convertible Notes at a premium under the same terms as the previous issuance of the 2024 Convertible Notes. The Company incurred transaction costs for both issuances which were capitalized as deferred financing fees and amortized over the term of the 2024 Convertible Notes. The 2024 Convertible Notes bore interest of 1.875% per annum payable semiannually in arrears. At any time before the close of business on the scheduled trading day immediately before the maturity date, the 2024 Convertible Notes were convertible at the option of holders into shares of the Company’s common stock, together with cash in lieu of any fractional share, at an initial conversion price of approximately $44.20 per share. The conversion price is subject to adjustments upon the occurrence of certain events. The 2024 Convertible Notes matured on December 1, 2024, and the Company issued 858,360 shares of its common stock, in accordance with the exercise of conversion rights provisions of the 2024 Convertible Notes, and paid approximately $2.1 million, which included accrued interest on the 2024 Convertible Note. GreenLeaf Unsecured Note In connection with the GreenLeaf acquisition, the Company issued a $10,000 unsecured note bearing interest of 4.5%. The first installment of the principal on the unsecured note of $5,000 was paid in April 2024, with the second installment due on April 30, 2025. The unsecured note is presented under the caption “Finance leases and other financing obligations” in the table above. Convertible Unsecured Note On February 25, 2019, the Company issued a $4,000 convertible unsecured note (the “Unsecured Note”) that matured on June 29, 2023 as partial consideration for an acquisition. The Unsecured Note and was repaid in full, including all accrued interest, for $4,049 in cash. Convertible Notes The net carry value of the Company’s convertible senior notes as of December 27, 2024 and December 29, 2023 was:
|  | December 27, 2024 |  | December 29, 2023
|  | Principal Amount |  | Unamortized Deferred Costs and Premium |  | Net Amount |  | Principal Amount |  | Unamortized Deferred Costs and Premium |  | Net Amount
2028 Convertible Notes |  | $ | 287,500 |  |  | $ | (4,584) |  |  | $ | 282,916 |  |  | $ | 287,500 |  |  | $ | (5,730) |  |  | $ | 281,770 |
2024 Convertible Notes |  | — |  |  | — |  |  | — |  |  | 39,684 |  |  | (185) |  |  | 39,499 |
Total |  | $ | 287,500 |  |  | $ | (4,584) |  |  | $ | 282,916 |  |  | $ | 327,184 |  |  | $ | (5,915) |  |  | $ | 321,269 |
The components of interest expense on the Company’s convertible notes were as follows:
|  |  | Fiscal Years Ended
|  |  |  |  | December 27, 2024 |  | December 29, 2023 |  | December 30, 2022
Coupon interest |  |  |  |  | $ | 7,572 |  |  | $ | 7,578 |  |  | $ | 4,272 |
Amortization of deferred costs and premium |  |  |  |  | 1,332 |  |  | 1,334 |  |  | 932 |
Loss on extinguishment of debt |  |  |  |  | — |  |  | — |  |  | 14,145 |
Total interest |  |  |  |  | $ | 8,904 |  |  | $ | 8,912 |  |  | $ | 19,349 |

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