Acquisitions

12 Months Ended

Dec. 24, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

During fiscal 2021, the Company completed three acquisitions for an aggregate purchase price of approximately $11,310, consisting of $10,190 paid in cash, subject to customary working capital adjustments, and common stock warrants of $1,120. The Company will also pay additional contingent consideration, if earned, in the form of earn-out amounts which could total $9,750 in 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 reflected net sales and loss before taxes in its consolidated statement of operations related to the fiscal 2021 acquisitions as follows:

	Fiscal Year Ended
	December 24, 2021
Net sales	$	49,485
Loss before income taxes	$	(44)

Pro forma financial information for these acquisitions are not presented because the effect of these acquisition are not material to the Company’s results of operations.

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 a $2,369 net working capital true-up. 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.

Trademarks were valued at fair value using Level 3 inputs and are being amortized over 15 years. 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 the Company’s metro New York market and any intangible assets that do not qualify for separate recognition.

Bassian

On February 25, 2019, pursuant to an asset purchase agreement, the Company acquired substantially all of the assets of Bassian Farms, Inc. and certain affiliated entities (“Bassian”), a specialty center-of-the-plate distributor based in northern California. The aggregate purchase price for the transaction was approximately $31,777, including $27,990 paid in cash at closing and the issuance of a $4,000 unsecured convertible note, partially offset by the settlement of a net working capital true-up. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total $9,000 over a four-year period. The payment of the contingent earn-out liability is subject to the successful achievement of certain gross profit targets.

Customer relationships, non-compete agreements and trademarks are valued at fair value using Level 3 inputs and are being amortized over 15, 5 and 10 years, respectively. Goodwill for the Bassian acquisition is being amortized over 15 years for tax purposes. The goodwill recorded primarily reflects the value of acquiring an established center-of-the-plate distributor to grow the Company's center-of-the-plate product category in the West Coast region, as well as any intangible assets that do not qualify for separate recognition.

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

	Sid Wainer		Bassian		Other Acquisitions
Current assets	$	22,960	$	6,657	$	14,244
Customer relationships	—		15,530		11,067
Trademarks	3,500		4,610		2,812
Non-compete agreements	—		1,000		—
Goodwill	11,571		13,065		13,636
Fixed assets	19,425		856		1,433
Other assets	—		10		—
Right-of-use assets	8,259		—		2,787
Lease liabilities	(8,259)		—		(2,787)
Current liabilities	(11,294)		(2,501)		(6,449)
Earn-out liability	(2,081)		(7,450)		(7,783)
Other long-term liabilities	—		—		(499)
Issuance of warrants	—		—		(1,120)
Total consideration	$	44,081	$	31,777	$	27,341

The Company recognized professional fees of $450, $435 and $235 in other operating expenses related to acquisition activities in fiscal 2021, 2020 and 2019, respectively. During the years ended December 24, 2021, December 25, 2020, and December 27, 2019, the Company also paid approximately $10,190, $16,851, and $300 respectively, on other strategic acquisitions.