The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company” or
“Chefs’”), a premier distributor of specialty food products in the
United States, Middle East, and Canada, today reported financial
results for its second quarter ended June 30, 2023.
Financial highlights for the
second quarter of
2023:
- Net sales increased 36.1% to $881.8
million for the second quarter of 2023 from $648.1 million for the
second quarter of 2022.
- GAAP net income was $9.9 million,
or $0.25 per diluted share, for the second quarter of 2023 compared
to $16.9 million, or $0.42 per diluted share, in the second quarter
of 2022.
- Adjusted net income per share1 was
$0.35 for the second quarter of 2023 compared to $0.51 for the
second quarter of 2022.
- Adjusted EBITDA1 was $51.1 million
for the second quarter of 2023 compared to $45.3 million for the
second quarter of 2022.
“As we noted during our first quarter earnings report, the
strong snap-back in demand coming out of Omicron variant of the
COVID-19 pandemic in the second quarter of 2022 provides a
difficult year-over-year comparison to the second quarter of 2023.
As we had anticipated, for the first time since the onset of the
COVID-19 pandemic, second quarter business activity returned to
more normal seasonal trends,” said Christopher Pappas, Chairman and
Chief Executive Officer of the Company. “While April and May were
strong months and came in as expected, in June we did experience
impact from the air quality issues from the Canadian wildfires
extreme heat and severe weather across many of our markets. In
addition, volatility in certain protein categories resulted in
moderate gross profit dollar pressure. Overall, for the quarter,
our team delivered strong year-over-year organic revenue growth and
adjusted EBITDA and our recent acquisitions performed well.”
Second Quarter Fiscal
2023 Results
Net sales for the second fiscal quarter of 2023
which ended June 30, 2023 increased 36.1% to $881.8 million
from $648.1 million for the second fiscal quarter of 2022 which
ended June 24, 2022. Organic sales increased $52.6
million, or 8.1% versus the prior year quarter. Sales
growth of $181.1 million, or 28.0%, resulted from
acquisitions. Organic case count increased approximately 10.0% in
the Company’s specialty category with unique customers and
placements increases at 8.7% and 11.9%,
respectively, compared to the prior year quarter. Organic pounds
sold in the Company’s center-of-the-plate category
increased approximately 5.9% compared to the prior year
quarter. Estimated inflation was 5.7% in the Company’s
specialty categories and 1.1% in the center-of-the-plate
categories compared to the prior year quarter.
Gross profit increased approximately 33.6% to
$208.4 million for the second quarter of 2023 from $156.0 million
for the second quarter of 2022. Gross profit margin decreased
approximately 43 basis points to 23.6% from 24.1%. Gross margin in
the Company’s specialty category decreased 70 basis points and
gross margin decreased 174 basis points in the Company’s
center-of-the-plate category compared to the prior year
quarter.
Selling, general and administrative expenses
increased by approximately 43.8% to $179.0 million for the second
quarter of 2023 from $124.5 million for the second quarter of 2022.
The increase was primarily due to higher costs associated with
compensation and benefits, facility costs and distribution costs to
support sales growth in the current quarter. As a percentage of net
sales, operating expenses were 20.3% in the second quarter of 2023
compared to 19.2% in the second quarter of 2022.
Operating income for the second quarter of 2023
was $25.3 million compared to $27.6 million for the second quarter
of 2022. The decrease in operating income was driven primarily by
higher selling, general and administrative expense, partially
offset by higher gross profit and lower other operating expense, as
discussed above. As a percentage of net sales, operating income was
2.8% in the second quarter of 2023 as compared to operating income
of 4.3% in the second quarter of 2022.
Total interest expense increased to $12.0
million for the second quarter of 2023 compared to $4.5 million for
the second quarter of 2022. The increase was primarily driven by
higher principal amounts of outstanding debt due to our 2028
convertible notes issued on December 13, 2022, our term loan
refinancing on August 23, 2022, an increase in amounts drawn on our
ABL facility and higher rates of interest charged on the variable
rate portion of our outstanding debt.
Net income for the second quarter of 2023 was
$9.9 million, or $0.25 per diluted share, compared to net income of
$16.9 million, or $0.42 per diluted share, for the second quarter
of 2022.
Adjusted EBITDA1 was $51.1 million for the
second quarter of 2023 compared to $45.3 million for the second
quarter of 2022. For the second quarter of 2023, adjusted net
income1 was $14.4 million, or $0.35 per diluted share compared to
adjusted net income of $20.9 million, or $0.51 per diluted share
for the second quarter of 2022.
Full Year 2023 Guidance
Based on current trends in the business, the Company is
providing full year financial guidance as follows:
- Estimated net sales for the full year of 2023 will be in the
range of $3.25 billion to $3.35 billion;
- Gross profit to be between $774.0 million and $797.0 million
and
- Adjusted EBITDA to be between
$199.0 million and $207.0 million
1EBITDA, Adjusted EBITDA, adjusted net income (loss) and
adjusted EPS are non-GAAP measures. Please see the schedules
accompanying this earnings release for a reconciliation of EBITDA,
Adjusted EBITDA, adjusted net income (loss) and adjusted EPS to
these measures’ most directly comparable GAAP measure.
Second Quarter
2023 Earnings Conference Call
The Company will host a conference call to
discuss second quarter 2023 financial results today at 8:30 a.m.
EDT. Hosting the call will be Chris Pappas, chairman and chief
executive officer, and Jim Leddy, chief financial officer. The
conference call will be webcast live from the Company’s investor
relations website at http://investors.chefswarehouse.com. An online
archive of the webcast will be available on the Company’s investor
relations website.
Forward-Looking Statements
Statements in this press release regarding the
Company’s business that are not historical facts are
“forward-looking statements” that involve risks and uncertainties
and are based on current expectations and management estimates;
actual results may differ materially. The risks and uncertainties
which could impact these statements include, but are not limited to
the following: our sensitivity to general economic conditions,
including disposable income levels and changes in consumer
discretionary spending; our ability to expand our operations in our
existing markets and to penetrate new markets through acquisitions;
we may not achieve the benefits expected from our acquisitions,
which could adversely impact our business and operating results; we
may have difficulty managing and facilitating our future growth;
conditions beyond our control could materially affect the cost
and/or availability of our specialty food products or
center-of-the-plate products and/or interrupt our distribution
network; our distribution of center-of-the-plate products, like
meat, poultry and seafood, involves exposure to price volatility
experienced by those products; our business is a low-margin
business and our profit margins may be sensitive to inflationary
and deflationary pressures; because our foodservice distribution
operations are concentrated in certain culinary markets, we are
susceptible to economic and other developments, including adverse
weather conditions, in these areas; fuel cost volatility may have a
material adverse effect on our business, financial condition or
results of operations; our ability to raise capital in the future
may be limited; we may be unable to obtain debt or other financing,
including financing necessary to execute on our acquisition
strategy, on favorable terms or at all; interest charged on our
outstanding debt may be adversely affected by changes in the method
of determining the Secured Overnight Financing Rate (“SOFR”); our
business operations and future development could be significantly
disrupted if we lose key members of our management team; and
significant public health epidemics or pandemics,
including COVID-19, may adversely affect our business,
results of operations and financial condition. Any forward-looking
statements are made pursuant to the Private Securities Litigation
Reform Act of 1995 and, as such, speak only as of the date made. A
more detailed description of these and other risk factors is
contained in the Company’s most recent annual report on Form 10-K
filed with the SEC on February 28, 2023 and other reports
filed by the Company with the SEC since that date. The Company is
not undertaking to update any information until required by
applicable laws. Any projections of future results of operations
are based on a number of assumptions, many of which are outside the
Company’s control and should not be construed in any manner as a
guarantee that such results will in fact occur. These projections
are subject to change and could differ materially from final
reported results. The Company may from time to time update these
publicly announced projections, but it is not obligated to do
so.
About The Chefs’ Warehouse
The Chefs’ Warehouse, Inc.
(http://www.chefswarehouse.com) is a premier distributor of
specialty food products in the United States and Canada focused on
serving the specific needs of chefs who own and/or operate some of
the nation’s leading menu-driven independent restaurants, fine
dining establishments, country clubs, hotels, caterers, culinary
schools, bakeries, patisseries, chocolateries, cruise lines,
casinos and specialty food stores. The Chefs’ Warehouse, Inc.
carries and distributes more than 55,000 products to more than
40,000 customer locations throughout the United States and
Canada.
Contact:Investor Relations Jim Leddy, CFO,
(718) 684-8415
THE CHEFS’ WAREHOUSE,
INC.CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS(unaudited; in thousands except share
amounts and per share data)
|
|
Thirteen Weeks Ended |
|
Twenty-six Weeks Ended |
|
|
June 30, 2023 |
|
June 24, 2022 |
|
June 30, 2023 |
|
June 24, 2022 |
Net sales |
|
$ |
881,820 |
|
|
$ |
648,104 |
|
|
$ |
1,601,465 |
|
|
$ |
1,160,207 |
|
Cost of sales |
|
|
673,376 |
|
|
|
492,100 |
|
|
|
1,223,313 |
|
|
|
886,690 |
|
Gross profit |
|
|
208,444 |
|
|
|
156,004 |
|
|
|
378,152 |
|
|
|
273,517 |
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
|
|
179,042 |
|
|
|
124,487 |
|
|
|
335,179 |
|
|
|
234,573 |
|
Other operating expenses,
net |
|
|
4,062 |
|
|
|
3,883 |
|
|
|
5,734 |
|
|
|
5,046 |
|
Operating income |
|
|
25,340 |
|
|
|
27,634 |
|
|
|
37,239 |
|
|
|
33,898 |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
12,006 |
|
|
|
4,465 |
|
|
|
22,012 |
|
|
|
8,830 |
|
Income before income taxes |
|
|
13,334 |
|
|
|
23,169 |
|
|
|
15,227 |
|
|
|
25,068 |
|
|
|
|
|
|
|
|
|
|
Provision for income tax
expense |
|
|
3,467 |
|
|
|
6,254 |
|
|
|
3,959 |
|
|
|
6,768 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
9,867 |
|
|
$ |
16,915 |
|
|
$ |
11,268 |
|
|
$ |
18,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.26 |
|
|
$ |
0.46 |
|
|
$ |
0.30 |
|
|
$ |
0.49 |
|
Diluted |
|
$ |
0.25 |
|
|
$ |
0.42 |
|
|
$ |
0.29 |
|
|
$ |
0.47 |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
37,634,127 |
|
|
|
37,100,968 |
|
|
|
37,570,595 |
|
|
|
37,018,044 |
|
Diluted |
|
|
45,604,297 |
|
|
|
42,053,453 |
|
|
|
38,201,408 |
|
|
|
41,896,379 |
|
THE CHEFS’ WAREHOUSE,
INC.CONDENSED CONSOLIDATED BALANCE
SHEETSAS OF JUNE 30,
2023 AND DECEMBER 30,
2022 (unaudited; in thousands)
|
|
June 30, 2023 |
|
December 30, 2022 |
Cash and cash equivalents |
|
$ |
59,592 |
|
|
$ |
158,800 |
|
Accounts receivable, net |
|
|
301,375 |
|
|
|
260,167 |
|
Inventories, net |
|
|
291,917 |
|
|
|
245,693 |
|
Prepaid expenses and other
current assets |
|
|
60,735 |
|
|
|
56,200 |
|
Total current assets |
|
|
713,619 |
|
|
|
720,860 |
|
|
|
|
|
|
Property and equipment,
net |
|
|
205,535 |
|
|
|
185,728 |
|
Operating lease right-of-use
assets |
|
|
182,215 |
|
|
|
156,629 |
|
Goodwill |
|
|
348,951 |
|
|
|
287,120 |
|
Intangible assets, net |
|
|
195,785 |
|
|
|
155,703 |
|
Other assets |
|
|
4,884 |
|
|
|
3,256 |
|
Total assets |
|
$ |
1,650,989 |
|
|
$ |
1,509,296 |
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
198,087 |
|
|
$ |
163,397 |
|
Accrued liabilities |
|
|
71,739 |
|
|
|
54,325 |
|
Short-term operating lease
liabilities |
|
|
23,104 |
|
|
|
19,428 |
|
Accrued compensation |
|
|
28,486 |
|
|
|
34,167 |
|
Current portion of long-term
debt |
|
|
12,017 |
|
|
|
12,428 |
|
Total current liabilities |
|
|
333,433 |
|
|
|
283,745 |
|
|
|
|
|
|
Long-term debt, net of current
portion |
|
|
709,073 |
|
|
|
653,504 |
|
Operating lease
liabilities |
|
|
175,142 |
|
|
|
151,406 |
|
Deferred taxes, net |
|
|
7,294 |
|
|
|
6,098 |
|
Other liabilities |
|
|
3,072 |
|
|
|
13,034 |
|
Total liabilities |
|
|
1,228,014 |
|
|
|
1,107,787 |
|
|
|
|
|
|
Common stock |
|
|
396 |
|
|
|
386 |
|
Additional paid in
capital |
|
|
347,861 |
|
|
|
337,947 |
|
Cumulative foreign currency
translation adjustment |
|
|
(1,911 |
) |
|
|
(2,185 |
) |
Retained earnings |
|
|
76,629 |
|
|
|
65,361 |
|
Stockholders’ equity |
|
|
422,975 |
|
|
|
401,509 |
|
|
|
|
|
|
Total liabilities and
stockholders’ equity |
|
$ |
1,650,989 |
|
|
$ |
1,509,296 |
|
THE CHEFS’ WAREHOUSE,
INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS FOR THE TWENTY-SIX WEEKS ENDED
JUNE 30, 2023 AND
JUNE 24, 2022 (unaudited; in
thousands)
|
|
June 30, 2023 |
|
June 24, 2022 |
Cash flows from
operating activities: |
|
|
|
|
Net income |
|
$ |
11,268 |
|
|
$ |
18,300 |
|
|
|
|
|
|
Adjustments to reconcile net
income to net cash provided by operating activities: |
|
|
|
|
Depreciation and amortization |
|
|
15,682 |
|
|
|
11,755 |
|
Amortization of intangible assets |
|
|
10,456 |
|
|
|
6,819 |
|
Provision for allowance for doubtful accounts |
|
|
3,311 |
|
|
|
1,817 |
|
Non-cash operating lease expense |
|
|
1,812 |
|
|
|
1,076 |
|
Deferred income tax provision |
|
|
990 |
|
|
|
5,004 |
|
Amortization of deferred financing fees |
|
|
1,813 |
|
|
|
1,009 |
|
Stock compensation |
|
|
10,581 |
|
|
|
5,982 |
|
Change in fair value of contingent earn-out liabilities |
|
|
1,092 |
|
|
|
3,628 |
|
Intangible asset impairment |
|
|
1,838 |
|
|
|
— |
|
Loss on asset disposal |
|
|
22 |
|
|
|
17 |
|
Changes in assets and
liabilities, net of acquisitions: |
|
|
|
|
Accounts receivable |
|
|
(9,854 |
) |
|
|
(24,659 |
) |
Inventories |
|
|
(35,450 |
) |
|
|
(30,569 |
) |
Prepaid expenses and other current assets |
|
|
(2,435 |
) |
|
|
106 |
|
Accounts payable, accrued liabilities and accrued compensation |
|
|
453 |
|
|
|
19,733 |
|
Other assets and liabilities |
|
|
(796 |
) |
|
|
(237 |
) |
Net cash provided by
operating activities |
|
|
10,783 |
|
|
|
19,781 |
|
|
|
|
|
|
Cash flows from
investing activities: |
|
|
|
|
Capital expenditures |
|
|
(23,155 |
) |
|
|
(23,490 |
) |
Cash paid for acquisitions |
|
|
(119,580 |
) |
|
|
(52,007 |
) |
Net cash used in
investing activities |
|
|
(142,735 |
) |
|
|
(75,497 |
) |
|
|
|
|
|
Cash flows from
financing activities: |
|
|
|
|
Payment of debt, finance lease and other financing obligations |
|
|
(11,680 |
) |
|
|
(2,769 |
) |
Payment of deferred financing fees |
|
|
— |
|
|
|
(406 |
) |
Surrender of shares to pay withholding taxes |
|
|
(2,115 |
) |
|
|
(2,558 |
) |
Cash paid for contingent earn-out liabilities |
|
|
(3,210 |
) |
|
|
(2,000 |
) |
Borrowings under asset based loan facility |
|
|
50,000 |
|
|
|
— |
|
Net cash provided by
(used in) financing activities |
|
|
32,995 |
|
|
|
(7,733 |
) |
|
|
|
|
|
Effect of foreign currency
translation on cash and cash equivalents |
|
|
(251 |
) |
|
|
100 |
|
Net change in cash and
cash equivalents |
|
|
(99,208 |
) |
|
|
(63,349 |
) |
Cash and cash equivalents at
beginning of period |
|
|
158,800 |
|
|
|
115,155 |
|
Cash and cash
equivalents at end of period |
|
$ |
59,592 |
|
|
$ |
51,806 |
|
THE CHEFS’ WAREHOUSE,
INC.RECONCILIATION OF GAAP NET INCOME COMMON
SHARE(unaudited; in thousands except share amounts
and per share data)
|
|
Thirteen Weeks Ended |
|
Twenty-six Weeks Ended |
|
|
June 30, 2023 |
|
June 24, 2022 |
|
June 30, 2023 |
|
June 24, 2022 |
Numerator: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
9,867 |
|
|
$ |
16,915 |
|
|
$ |
11,268 |
|
|
$ |
18,300 |
|
Add effect of dilutive
securities: |
|
|
|
|
|
|
|
|
Interest on convertible notes, net of tax |
|
|
1,397 |
|
|
|
719 |
|
|
|
— |
|
|
|
1,365 |
|
Net income available to common
shareholders |
|
$ |
11,264 |
|
|
$ |
17,634 |
|
|
$ |
11,268 |
|
|
$ |
19,665 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average basic common
shares outstanding |
|
|
37,634,127 |
|
|
|
37,100,968 |
|
|
|
37,570,595 |
|
|
|
37,018,044 |
|
Dilutive effect of unvested
common shares |
|
|
521,102 |
|
|
|
263,071 |
|
|
|
564,119 |
|
|
|
296,538 |
|
Dilutive effect of options and
warrants |
|
|
56,251 |
|
|
|
73,381 |
|
|
|
66,694 |
|
|
|
56,817 |
|
Dilutive effect of convertible
notes |
|
|
7,392,817 |
|
|
|
4,616,033 |
|
|
|
— |
|
|
|
4,524,980 |
|
Weighted average diluted
common shares outstanding |
|
|
45,604,297 |
|
|
|
42,053,453 |
|
|
|
38,201,408 |
|
|
|
41,896,379 |
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.26 |
|
|
$ |
0.46 |
|
|
$ |
0.30 |
|
|
$ |
0.49 |
|
Diluted |
|
$ |
0.25 |
|
|
$ |
0.42 |
|
|
$ |
0.29 |
|
|
$ |
0.47 |
|
THE CHEFS’ WAREHOUSE,
INC.RECONCILIATION OF EBITDA AND ADJUSTED EBITDA
TO NET INCOME(unaudited; in
thousands)
|
|
Thirteen Weeks Ended |
|
Twenty-six Weeks Ended |
|
|
June 30, 2023 |
|
June 24, 2022 |
|
June 30, 2023 |
|
June 24, 2022 |
Net income |
|
$ |
9,867 |
|
|
$ |
16,915 |
|
|
$ |
11,268 |
|
|
$ |
18,300 |
|
Interest expense |
|
|
12,006 |
|
|
|
4,465 |
|
|
|
22,012 |
|
|
|
8,830 |
|
Depreciation |
|
|
8,671 |
|
|
|
5,866 |
|
|
|
15,682 |
|
|
|
11,755 |
|
Amortization |
|
|
5,759 |
|
|
|
3,463 |
|
|
|
10,456 |
|
|
|
6,819 |
|
Provision for income tax expense |
|
|
3,467 |
|
|
|
6,254 |
|
|
|
3,959 |
|
|
|
6,768 |
|
EBITDA (1) |
|
|
39,770 |
|
|
|
36,963 |
|
|
|
63,377 |
|
|
|
52,472 |
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
Stock compensation (2) |
|
|
5,247 |
|
|
|
2,939 |
|
|
|
10,581 |
|
|
|
5,982 |
|
Other operating expenses, net (3) |
|
|
4,063 |
|
|
|
3,883 |
|
|
|
5,735 |
|
|
|
5,046 |
|
Duplicate rent (4) |
|
|
1,851 |
|
|
|
1,550 |
|
|
|
4,060 |
|
|
|
3,286 |
|
Moving expenses (5) |
|
|
186 |
|
|
|
— |
|
|
|
186 |
|
|
|
— |
|
Adjusted EBITDA (1) |
|
$ |
51,117 |
|
|
$ |
45,335 |
|
|
$ |
83,939 |
|
|
$ |
66,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- We are presenting EBITDA and
Adjusted EBITDA, which are not measurements determined in
accordance with the U.S. generally accepted accounting principles,
or GAAP, because we believe these measures provide additional
metrics to evaluate our operations and which we believe, when
considered with both our GAAP results and the reconciliation to net
income, provide a more complete understanding of our business than
could be obtained absent this disclosure. We use EBITDA and
Adjusted EBITDA, together with financial measures prepared in
accordance with GAAP, such as revenue and cash flows from
operations, to assess our historical and prospective operating
performance and to enhance our understanding of our core operating
performance. The use of EBITDA and Adjusted EBITDA as performance
measures permits a comparative assessment of our operating
performance relative to our performance based upon GAAP results
while isolating the effects of some items that vary from period to
period without any correlation to core operating performance or
that vary widely among similar companies.
- Represents non-cash stock
compensation expense associated with awards of restricted shares of
our common stock and stock options to our key employees and our
independent directors.
- Represents non-cash changes in the
fair value of contingent earn-out liabilities related to our
acquisitions, non-cash charges related to asset disposals, asset
impairments, including intangible asset impairment charges, certain
third-party deal costs incurred in connection with our acquisitions
or financing arrangements and certain other costs.
- Represents duplicate rent and
occupancy costs for our Richmond, CA, Miami, FL, Portland, OR and
Gibbstown NJ facilities.
- Represents moving expenses for the
consolidation and expansion of our Miami, FL facilities.
THE CHEFS’ WAREHOUSE,
INC.RECONCILIATION OF ADJUSTED NET INCOME TO NET
INCOME(unaudited; in thousands except share
amounts and per share data)
|
|
Thirteen Weeks Ended |
|
Twenty-six Weeks Ended |
|
|
June 30, 2023 |
|
June 24, 2022 |
|
June 30, 2023 |
|
June 24, 2022 |
Net income |
|
$ |
9,867 |
|
|
$ |
16,915 |
|
|
$ |
11,268 |
|
|
$ |
18,300 |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net
income to adjusted net income (1): |
|
|
|
|
|
|
|
|
Other operating expenses, net (2) |
|
|
4,063 |
|
|
|
3,883 |
|
|
|
5,735 |
|
|
|
5,046 |
|
Duplicate rent (3) |
|
|
1,851 |
|
|
|
1,550 |
|
|
|
4,060 |
|
|
|
3,286 |
|
Moving expenses (4) |
|
|
186 |
|
|
|
— |
|
|
|
186 |
|
|
|
— |
|
Write-off of unamortized deferred financing fees and other third
party financing costs (5) |
|
|
— |
|
|
|
— |
|
|
|
376 |
|
|
|
69 |
|
Tax effect of adjustments (6) |
|
|
(1,586 |
) |
|
|
(1,467 |
) |
|
|
(2,693 |
) |
|
|
(2,268 |
) |
|
|
|
|
|
|
|
|
|
Total adjustments |
|
|
4,514 |
|
|
|
3,966 |
|
|
|
7,664 |
|
|
|
6,133 |
|
|
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
14,381 |
|
|
$ |
20,881 |
|
|
$ |
18,932 |
|
|
$ |
24,433 |
|
|
|
|
|
|
|
|
|
|
Diluted adjusted net income
per common share |
|
$ |
0.35 |
|
|
$ |
0.51 |
|
|
$ |
0.48 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding -
adjusted |
|
|
45,604,297 |
|
|
|
42,053,453 |
|
|
|
45,594,225 |
|
|
|
41,896,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- We are presenting adjusted net income and adjusted net income
per share, which are not measurements determined in accordance with
U.S. generally accepted accounting principles, or GAAP, because we
believe these measures provide additional metrics to evaluate our
operations and which we believe, when considered with both our GAAP
results and the reconciliation to net income available to common
stockholders, provide a more complete understanding of our business
than could be obtained absent this disclosure. We use adjusted net
income available to common stockholders and adjusted net income per
share, together with financial measures prepared in accordance with
GAAP, such as revenue and cash flows from operations, to assess our
historical and prospective operating performance and to enhance our
understanding of our core operating performance. The use of
adjusted net income available to common stockholders and adjusted
net income per share as performance measures permits a comparative
assessment of our operating performance relative to our performance
based upon our GAAP results while isolating the effects of some
items that vary from period to period without any correlation to
core operating performance or that vary widely among similar
companies.
- Represents non-cash changes in the fair value of contingent
earn-out liabilities related to our acquisitions, non-cash charges
related to asset disposals, asset impairments, including intangible
asset impairment charges, certain third-party deal costs incurred
in connection with our acquisitions or financing arrangements and
certain other costs.
- Represents duplicate rent and occupancy costs for our Richmond,
CA, Miami, FL, Portland, OR and Gibbstown, NJ facilities.
- Represents moving expenses for the consolidation and expansion
of our Miami, FL facilities.
- Represents interest expense related to write-off of certain
deferred financing fees and other third party costs related to our
credit agreements.
- Represents the tax effect of items 2 through 5 above.
THE CHEFS’ WAREHOUSE,
INC.RECONCILIATION OF ADJUSTED NET INCOME PER
SHARE(unaudited; in thousands except share amounts
and per share data)
|
|
Thirteen Weeks Ended |
|
Twenty-six Weeks Ended |
|
|
June 30, 2023 |
|
June 24, 2022 |
|
June 30, 2023 |
|
June 24, 2022 |
Numerator: |
|
|
|
|
|
|
|
|
Adjusted net income |
|
$ |
14,381 |
|
|
$ |
20,881 |
|
|
$ |
18,932 |
|
|
$ |
24,433 |
|
Add effect of dilutive
securities: |
|
|
|
|
|
|
|
|
Interest on convertible notes, net of tax |
|
|
1,397 |
|
|
|
719 |
|
|
|
2,794 |
|
|
|
1,365 |
|
Adjusted net income available
to common shareholders |
|
$ |
15,778 |
|
|
$ |
21,600 |
|
|
$ |
21,726 |
|
|
$ |
25,798 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average basic common
shares outstanding |
|
|
37,634,127 |
|
|
|
37,100,968 |
|
|
|
37,570,595 |
|
|
|
37,018,044 |
|
Dilutive effect of unvested
common shares |
|
|
521,102 |
|
|
|
263,071 |
|
|
|
564,119 |
|
|
|
296,538 |
|
Dilutive effect of options and
warrants |
|
|
56,251 |
|
|
|
73,381 |
|
|
|
66,694 |
|
|
|
— |
|
Dilutive effect of convertible
notes |
|
|
7,392,817 |
|
|
|
4,616,033 |
|
|
|
7,392,817 |
|
|
|
4,524,980 |
|
Weighted average diluted
common shares outstanding |
|
|
45,604,297 |
|
|
|
42,053,453 |
|
|
|
45,594,225 |
|
|
|
41,896,379 |
|
|
|
|
|
|
|
|
|
|
Adjusted net income per
share: |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.35 |
|
|
$ |
0.51 |
|
|
$ |
0.48 |
|
|
$ |
0.62 |
|
THE CHEFS’ WAREHOUSE,
INC.RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR
FISCAL 2023(unaudited; in thousands)
|
|
Low-EndGuidance |
|
High-EndGuidance |
Net Income: |
|
$ |
46,700 |
|
|
$ |
50,400 |
|
Provision for income tax expense |
|
|
16,400 |
|
|
|
17,700 |
|
Depreciation & amortization |
|
|
55,000 |
|
|
|
58,000 |
|
Interest expense |
|
|
47,000 |
|
|
|
47,000 |
|
EBITDA (1) |
|
|
165,100 |
|
|
|
173,100 |
|
|
|
|
|
|
Adjustments: |
|
|
|
|
Stock compensation (2) |
|
|
21,200 |
|
|
|
21,200 |
|
Duplicate rent (3) |
|
|
6,000 |
|
|
|
6,000 |
|
Other operating expenses (4) |
|
|
6,500 |
|
|
|
6,500 |
|
Moving expenses (5) |
|
|
200 |
|
|
|
200 |
|
Adjusted EBITDA (1) |
|
$ |
199,000 |
|
|
$ |
207,000 |
|
|
|
|
|
|
|
|
|
|
- We are presenting estimated EBITDA and Adjusted EBITDA, which
are not measurements determined in accordance with the U.S.
generally accepted accounting principles, or GAAP, because we
believe these measures provide additional metrics to evaluate our
currently estimated results and which we believe, when considered
with both our estimated GAAP results and the reconciliation to our
estimated net income, provide a more complete understanding of our
business than could be obtained absent this disclosure. We use
EBITDA and Adjusted EBITDA, together with financial measures
prepared in accordance with GAAP, such as revenue and cash flows
from operations, to assess our historical and prospective operating
performance and to enhance our understanding of our performance
relative to our performance based upon GAAP results while isolating
the effects of some items that vary from period to period without
any correlation to core operating performance or that vary widely
among similar companies.
- Represents non-cash stock compensation expense associated with
awards of restricted shares of our common stock and stock options
to our key employees and our independent directors.
- Represents rent and occupancy costs expected to be incurred in
connection with our facility consolidations while we are unable to
use those facilities.
- Represents non-cash changes in the fair value of contingent
earn-out liabilities related to our acquisitions, non-cash charges
related to asset disposals, asset impairments, including intangible
asset impairment charges, certain third-party deal costs incurred
in connection with our acquisitions or financing arrangements and
certain other costs.
- Represents moving expenses for the consolidation and expansion
of our Miami, FL facilities.
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