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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 31, 2024
 
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-3524920-3031526
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer Identification No.)
 
100 East Ridge Road
Ridgefield, Connecticut 06877
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (203) 894-1345
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CHEFThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02.
Results of Operations and Financial Condition.
 
In a press release dated July 31, 2024 (the “Press Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen and twenty-six weeks ended June 28, 2024. The full text of the Press Release is furnished herewith as Exhibit 99.1 to this report.

The information contained in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)  Exhibits.
 
Exhibit No. Description
 Press Release of The Chefs’ Warehouse, Inc. dated July 31, 2024.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
 


































SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 THE CHEFS’ WAREHOUSE, INC.
  
 By: /s/ James Leddy
 Name:
Title:		James Leddy
Chief Financial Officer
 
Date:    July 31, 2024
 


Exhibit 99.1
  
The Chefs’ Warehouse Reports Second Quarter 2024 Financial Results
Ridgefield, CT, July 31, 2024 - The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company” or “Chefs’”), a premier distributor of specialty food products in the United States, the Middle East, and Canada, today reported financial results for its second quarter ended June 28, 2024.

Financial highlights for the second quarter of 2024:

•Net sales increased 8.3% to $954.7 million for the second quarter of 2024 from $881.8 million for the second quarter of 2023.
•GAAP net income was $15.5 million, or $0.37 per diluted share, for the second quarter of 2024 compared to $9.9 million, or $0.25 per diluted share, in the second quarter of 2023.
•Adjusted net income per share1 was $0.40 for the second quarter of 2024 compared to $0.35 for the second quarter of 2023.
•Adjusted EBITDA1 was $56.2 million for the second quarter of 2024 compared to $51.1 million for the second quarter of 2023.

“Second quarter customer demand and pricing displayed typical seasonality as revenue and profitability continued to build as expected - moving from a solid first quarter into the seasonally stronger second quarter months. Our operating divisions across domestic and international markets delivered strong unique customer and item placement growth and managed pricing effectively while providing our customers with high-quality product and high-value service”, said Christopher Pappas, Chairman and Chief Executive of the Company. “We are extremely proud of all our teams, from sales, sourcing, pricing, operations and support functions, coming together to deliver value to our customers and leveraging our diverse and broad supply chain, value-add processing and culinary expertise to assist our customers with managing menu development as well as product and labor related costs.”

Second Quarter Fiscal 2024 Results

Net sales for the second quarter of 2024 increased 8.3% to $954.7 million from $881.8 million in the second quarter of 2023. The growth in net sales was the result of an increase in organic sales of approximately 7.2% as well as the contribution of sales from acquisitions, which added approximately 1.1% to sales growth for the quarter. Organic case count increased approximately 4.7% in the Company’s specialty category for the second quarter of 2024 with unique customers and placement increases at 8.2% and 11.3% respectively, compared to the second quarter of 2023. Organic pounds sold in the Company’s center-of-the-plate category increased approximately 2.9% for the second quarter of 2024 compared to the second quarter of 2023.

Gross profit increased 9.9% to $229.0 million for the second quarter of 2024 from $208.4 million for the second quarter of 2023. The increase in gross profit dollars was primarily as a result of increased sales and price inflation. Gross profit margins increased approximately 35 basis points to 24.0%.

Selling, general and administrative expenses increased by approximately 8.8% to $194.8 million for the second quarter of 2024 from $179.0 million for the second quarter of 2023. The increase was primarily due to higher depreciation and amortization driven by acquisitions and facility investments, and higher costs associated with compensation and benefits, facilities and distribution to support sales growth. As a percentage of net sales, selling, general and administrative expenses were 20.4% in the second quarter of 2024 compared to 20.3% in the second quarter of 2023.

Other operating expenses, net decreased by $3.8 million primarily due to an impairment charge on customer relationships intangible assets of $1.8 million recorded during the second quarter of 2023
1EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share to these measures’ most directly comparable GAAP measure.

related to the loss of a significant Hardie’s Fresh Foods customer post-acquisition and lower third-party deal costs incurred in the second quarter of 2024 in connection with business acquisitions and financing arrangements.

Operating income for the second quarter of 2024 was $33.9 million compared to $25.3 million for the second quarter of 2023. The increase in operating income was driven primarily by higher gross profit, partially offset by higher selling, general and administrative expense, as discussed above. As a percentage of net sales, operating income was 3.6% in the second quarter of 2024 as compared to 2.8% in the second quarter of 2023.

Net income for the second quarter of 2024 was $15.5 million, or $0.37 per diluted share, compared to $9.9 million, or $0.25 per diluted share, for the second quarter of 2023.

Adjusted EBITDA1 was $56.2 million for the second quarter of 2024 compared to $51.1 million for the second quarter of 2023. For the second quarter of 2024, adjusted net income1 was $17.0 million, or $0.40 per diluted share compared to adjusted net income of $14.4 million, or $0.35 per diluted share for the second quarter of 2023.

2024 Guidance

We are providing fiscal 2024 full year financial guidance as follows:

•Net sales in the range of $3.665 billion to $3.785 billion,
•Gross profit to be between $874.0 million and $902.0 million and
•Adjusted EBITDA to be between $208.0 million and $219.0 million.

Second Quarter 2024 Earnings Conference Call

The Company will host a conference call to discuss second quarter 2024 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 success depends to a significant extent upon general economic conditions, including disposable income levels and changes in consumer discretionary spending; the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures and intense competition; the effects of rising costs for and/or decreases in supply of commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; our continued ability to promote our brand successfully, to anticipate and respond to new customer demands, and to develop new products and markets to compete effectively; our ability and the ability of our supply chain partners to continue to operate distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; risks associated with the expansion of our business; our possible inability to identify new acquisitions or to integrate recent or future acquisitions, or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; other factors that affect








1EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share to these measures’ most directly comparable GAAP measure.
2

the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that customers could lose confidence in the safety and quality of certain food products; new information or attitudes regarding diet and health or adverse opinions about the health effects of the products we distribute; changes in disposable income levels and consumer purchasing habits; competitors’ pricing practices and promotional spending levels; fluctuations in the level of our customers’ inventories and credit and other related business risks; and the risks associated with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain products or injure our reputation; our ability to recruit and retain senior management and a highly skilled and diverse workforce; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the cost and adequacy of our insurance policies; the impact and effects of public health crises, pandemics and epidemics, such as the outbreak of COVID-19, and the adverse impact thereof on our business, financial condition, and results of operations; significant governmental regulation and any potential failure to comply with such regulations; federal, state, provincial and local tax rules in the United States and the foreign countries in which we operate, including tax reform and legislation; risks relating to our substantial indebtedness; our ability to raise additional capital and/or obtain debt or other financing, on commercially reasonable terms or at all; our ability to meet future cash requirements, including the ability to access financial markets effectively and maintain sufficient liquidity; the effects of currency movements in the jurisdictions in which we operate as compared to the U.S. dollar; changes in the method of determining Secured Overnight Financing Rate (“SOFR”), or the replacement of SOFR with an alternative rate; and the effects of international trade disputes, tariffs, quotas and other import or export restrictions on our international procurement, sales and operations. 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 27, 2024 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, the Middle East 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 70,000 products to more than 44,000 customer locations throughout the United States, the Middle East and Canada.

Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415

3

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 28, 2024June 30, 2023June 28, 2024June 30, 2023
Net sales$954,704 $881,820 $1,829,192 $1,601,465 
Cost of sales725,702 673,376 1,390,754 1,223,313 
Gross profit229,002 208,444 438,438 378,152 
Selling, general and administrative expenses194,834 179,042 385,155 335,179 
Other operating expenses, net301 4,062 3,413 5,734 
Operating income33,867 25,340 49,870 37,239 
Interest expense11,690 12,006 24,934 22,012 
Income before income taxes22,177 13,334 24,936 15,227 
Provision for income tax expense6,653 3,467 7,481 3,959 
Net income$15,524 $9,867 $17,455 $11,268 
Net income per share:    
Basic$0.41 $0.26 $0.46 $0.30 
Diluted$0.37 $0.25 $0.44 $0.29 
Weighted average common shares outstanding:    
Basic37,924,931 37,634,127 37,871,080 37,570,595 
Diluted45,947,728 45,604,297 45,959,061 38,201,408 

4

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 28, 2024 AND DECEMBER 29, 2023
(unaudited; in thousands)
 June 28, 2024December 29, 2023
Cash and cash equivalents$38,340 $49,878 
Accounts receivable, net323,433 334,015 
Inventories310,355 284,528 
Prepaid expenses and other current assets68,421 62,522 
Total current assets740,549 730,943 
Property and equipment, net259,585 234,793 
Operating lease right-of-use assets179,813 192,307 
Goodwill356,531 356,021 
Intangible assets, net172,461 184,863 
Other assets6,482 6,379 
Total assets$1,715,421 $1,705,306 
Accounts payable$220,391 $200,547 
Accrued liabilities61,761 70,728 
Short-term operating lease liabilities23,502 24,246 
Accrued compensation37,254 37,071 
Current portion of long-term debt56,626 53,185 
Total current liabilities399,534 385,777 
Long-term debt, net of current portion660,759 664,802 
Operating lease liabilities173,042 184,034 
Deferred taxes, net17,413 14,418 
Other liabilities2,794 1,603 
Total liabilities1,253,542 1,250,634 
Common stock398 396 
Additional paid in capital356,363 356,157 
Accumulated other comprehensive loss(2,284)(1,832)
Retained earnings117,406 99,951 
Treasury stock(10,004)— 
Stockholders’ equity461,879 454,672 
Total liabilities and stockholders’ equity$1,715,421 $1,705,306 

5

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED JUNE 28, 2024 AND JUNE 30, 2023
(unaudited; in thousands)
Twenty-Six Weeks Ended
 June 28, 2024June 30, 2023
Cash flows from operating activities:  
Net income$17,455 $11,268 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization18,771 15,682 
Amortization of intangible assets12,342 10,456 
Provision for allowance for doubtful accounts6,097 3,311 
Deferred income tax provision 3,003 990 
Loss on debt extinguishment366 — 
Stock compensation8,754 10,581 
Change in fair value of contingent earn-out liabilities(615)1,092 
Intangible asset impairment— 1,838 
Non-cash interest and other operating activities2,747 3,647 
Loss on asset disposal
Changes in assets and liabilities, net of acquisitions:  
Accounts receivable4,269 (9,854)
Inventories(25,431)(35,450)
Prepaid expenses and other current assets(3,368)(2,435)
Accounts payable, accrued liabilities and accrued compensation17,812 453 
Other assets and liabilities(1,976)(796)
Net cash provided by operating activities60,226 10,783 
Cash flows from investing activities:  
Capital expenditures(33,123)(23,155)
Cash paid for acquisitions(315)(119,580)
Net cash used in investing activities(33,438)(142,735)
Cash flows from financing activities:  
Payment of debt and other financing obligations(14,500)(10,238)
Payment of finance leases(3,839)(1,442)
Common stock repurchases(10,004)— 
Surrender of shares to pay withholding taxes(7,283)(2,115)
Cash paid for contingent earn-out liabilities(3,550)(3,210)
Borrowings under asset based loan facility and revolving credit facilities813 50,000 
Net cash provided by (used in) financing activities(38,363)32,995 
Effect of foreign currency translation on cash and cash equivalents37 (251)
Net change in cash and cash equivalents(11,538)(99,208)
Cash and cash equivalents at beginning of period49,878 158,800 
Cash and cash equivalents at end of period$38,340 $59,592 
6

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF GAAP NET INCOME PER SHARE
(unaudited; in thousands except share amounts and per share data)
 Thirteen Weeks Ended Twenty-Six Weeks Ended
 June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Numerator:    
Net income$15,524 $9,867 $17,455 $11,268 
Add effect of dilutive securities:  
Interest on convertible notes, net of tax1,322 1,397 2,628 — 
Net income available to common shareholders$16,846 $11,264 $20,083 $11,268 
Denominator:    
Weighted average basic common shares outstanding37,924,931 37,634,127 37,871,080 37,570,595 
Dilutive effect of unvested common shares573,930 521,102 642,767 564,119 
Dilutive effect of stock options and warrants56,050 56,251 52,397 66,694 
Dilutive effect of convertible notes7,392,817 7,392,817 7,392,817 — 
Weighted average diluted common shares outstanding45,947,728 45,604,297 45,959,061 38,201,408 
Net income per share:    
Basic$0.41 $0.26 $0.46 $0.30 
Diluted$0.37 $0.25 $0.44 $0.29 


7

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
(unaudited; in thousands)
 Thirteen Weeks Ended Twenty-Six Weeks Ended
 June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Net income$15,524 $9,867 $17,455 $11,268 
Interest expense11,690 12,006 24,934 22,012 
Depreciation and amortization9,537 8,671 18,771 15,682 
Amortization of intangible assets6,171 5,759 12,342 10,456 
Provision for income tax expense6,653 3,467 7,481 3,959 
EBITDA (1)49,575 39,770 80,983 63,377 
Adjustments:    
Stock compensation (2)4,555 5,247 8,754 10,581 
Other operating expenses, net (3)301 4,063 3,413 5,735 
Duplicate rent (4)1,082 1,851 2,444 4,060 
Moving expenses (5)667 186 746 186 
Adjusted EBITDA (1)$56,180 $51,117 $96,340 $83,939 

1.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.
2.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.
3.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.
4.Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.
5.Represents moving expenses for the consolidation and expansion of several of our distribution facilities.


8

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(unaudited; in thousands except share amounts and per share data)
 Thirteen Weeks Ended Twenty-Six Weeks Ended
 June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Net income$15,524 $9,867 $17,455 $11,268 
Adjustments to reconcile net income to adjusted net income (1):   
Other operating expenses, net (2)301 4,063 3,413 5,735 
Duplicate rent (3)1,082 1,851 2,444 4,060 
Moving expenses (4)667 186 746 186 
Debt modification and extinguishment expenses (5)77 — 1,141 376 
Tax effect of adjustments (6)(638)(1,586)(2,323)(2,693)
Total adjustments1,489 4,514 5,421 7,664 
Adjusted net income$17,013 $14,381 $22,876 $18,932 
Diluted adjusted net income per common share$0.40 $0.35 $0.55 $0.48 
Diluted shares outstanding - adjusted45,947,728 45,604,297 45,959,061 45,594,225 

1.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 reconciliations to net income and 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 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 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.

2.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.

3.Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.

4.Represents moving expenses for the consolidation and expansion of several of our distribution facilities.

5.Represents debt modification costs, extinguishment costs and interest expense related to the write-off of certain deferred financing fees related to our credit agreements.

6.Represents the adjustments to the tax provision values to a normalized annual effective tax rate on adjusted pretax earnings to 30.0% and 26.0% for the second quarters and year-to-date periods of 2024 and 2023, respectively.
9

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 28, 2024June 30, 2023June 28, 2024June 30, 2023
Numerator:    
Adjusted net income$17,013 $14,381 $22,876 $18,932 
Add effect of dilutive securities:    
Interest on convertible notes, net of tax1,322 1,397 2,628 2,794 
Adjusted net income available to common shareholders$18,335 $15,778 $25,504 $21,726 
Denominator:    
Weighted average basic common shares outstanding37,924,931 37,634,127 37,871,080 37,570,595 
Dilutive effect of unvested common shares573,930 521,102 642,767 564,119 
Dilutive effect of stock options and warrants56,050 56,251 52,397 66,694 
Dilutive effect of convertible notes7,392,817 7,392,817 7,392,817 7,392,817 
Weighted average diluted common shares outstanding45,947,728 45,604,297 45,959,061 45,594,225 
Adjusted net income per share:
Diluted$0.40 $0.35 $0.55 $0.48 

10

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2024
(unaudited; in thousands)
 Low-End GuidanceHigh-End Guidance
Net Income:$51,000 $53,000 
Provision for income tax expense21,750 22,750 
Depreciation & amortization62,000 65,000 
Interest expense48,000 52,000 
EBITDA (1)182,750 192,750 
Adjustments:  
Stock compensation (2)17,000 18,000 
Duplicate rent (3)4,000 4,000 
Other operating expenses (4)3,500 3,500 
Moving expenses (5)750 750 
Adjusted EBITDA (1)$208,000 $219,000 
 
1.We are presenting estimated EBITDA and Adjusted EBITDA for fiscal 2024, 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.

2.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.

3.Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to use those facilities.

4.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.

5.Represents moving expenses for the consolidation and expansion of several of our distribution facilities.



11
v3.24.2
Cover Page
Feb. 15, 2023
Cover [Abstract]  
Document Period End Date Jul. 31, 2024
Entity Registrant Name THE CHEFS’ WAREHOUSE, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35249
Entity Tax Identification Number 20-3031526
Entity Address, Address Line One 100 East Ridge Road
Entity Address, City or Town Ridgefield
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06877
City Area Code 203
Local Phone Number 894-1345
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol CHEF
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001517175
Document Type 8-K
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