The Chefs’ Warehouse Reports Fourth Quarter 2022 Financial Results

RIDGEFIELD, Conn., Feb. 15, 2023 (GLOBE NEWSWIRE) -- 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 fourth quarter ended December 30, 2022. The fiscal quarter ended December 30, 2022 consisted of 14 weeks as compared to the fiscal quarter ended December 24, 2021, which consisted of 13 weeks.

Financial highlights for the fourth quarter of 2022:

• Net sales increased 41.8% to $791.3 million for the fourth quarter of 2022 from $558.3 million for the fourth quarter of 2021.
• GAAP net income was $1.2 million, or $0.03 per diluted share, for the fourth quarter of 2022 compared to $8.4 million, or $0.22 per diluted share, in the fourth quarter of 2021.
• Adjusted net income per share¹ was $0.48 for the fourth quarter of 2022 compared to $0.26 for the fourth quarter of 2021.
• Adjusted EBITDA¹ was $50.1 million for the fourth quarter of 2022 compared to $30.2 million for the fourth quarter of 2021.

“Fourth quarter business activity continued the return to more normal seasonality heading into the year-end period as celebrations and event-related business continued to build upon emerging third quarter trends,” said Christopher Pappas, Chairman and Chief Executive Officer of the Company. “We are extremely proud of our team’s execution during the fourth quarter - especially their ability to overcome challenging weather across our markets in mid-to late December. Our people continued to drive the Chefs’ high-quality product and high-touch service model to our forty thousand plus customers and we are grateful to each and every one of them for contributing to a strong performance rounding out 2022.”

Fourth Quarter Fiscal 2022 Results

Net sales for the quarter ended December 30, 2022 increased 41.8% to $791.3 million from $558.3 million for the quarter ended December 24, 2021. Organic sales increased $126.6 million, or 22.7% versus the prior year quarter. Sales growth of $106.5 million, or 19.1%, resulted from acquisitions. The 14th week of the fiscal quarter ended December 30, 2022 was approximately 6.0% of quarterly sales. Organic case count increased approximately 19.1% in the Company’s specialty category with unique customers and placements increases at 18.9% and 14.5%, respectively, compared to the prior year quarter. Organic pounds sold in the Company’s center-of-the-plate category increased approximately 15.2% compared to the prior year quarter. Estimated inflation was 14.1% in the Company’s specialty categories and 0.4% in the center-of-the-plate categories compared to the prior year quarter.

Gross profit increased approximately 49.0% to $187.3 million for the fourth quarter of 2022 from $125.7 million for the fourth quarter of 2021. Gross profit margin increased approximately 116 basis points to 23.7% from 22.5%. Gross margin in the Company’s specialty category decreased 91 basis points and gross margin increased 133 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 40.4% to $153.4 million for the fourth quarter of 2022 from $109.2 million for the fourth quarter of 2021. The increase was primarily due to higher costs associated with compensation and benefits, facility costs and fuel costs to support sales growth in the current quarter. As a percentage of net sales, operating expenses were 19.4% in the fourth quarter of 2022 compared to 19.6% in the fourth quarter of 2021.

Other operating expense increased by approximately $3.5 million primarily due to third-party deal costs incurred in connection with business acquisitions.

Operating income for the fourth quarter of 2022 was $29.8 million compared to $15.8 million for the fourth quarter of 2021. The increase in operating income was driven primarily by higher gross profit, partially offset by higher selling, general and administrative expenses and other operating expenses, as discussed above. As a percentage of net sales, operating income was 3.8% in the fourth quarter of 2022 as compared to operating income of 2.8% in the fourth quarter of 2021.

Total interest expense increased to $24.3 million for the fourth quarter of 2022 compared to $4.2 million for the fourth quarter of 2021. The increase was primarily due to a $14.1 million loss on debt extinguishment from the refinancing the Company’s senior convertible debt. Additionally, the Company had higher amounts of debt outstanding and increases in the variable portion of interest rates charged on its outstanding debt.

The Company’s effective tax rate for the fourth quarter of 2022 was approximately 78.6% due to the non-deductibility for tax purposes of the $14.1 million loss on debt extinguishment.

Net income for the fourth quarter of 2022 was $1.2 million, or $0.03 per diluted share, compared to net income of $8.4 million, or $0.22 per diluted share, for the fourth quarter of 2021.

Adjusted EBITDA¹ was $50.1 million for the fourth quarter of 2022 compared to $30.2 million for the fourth quarter of 2021. For the fourth quarter of 2022, adjusted net income¹ was $18.8 million, or $0.48 per diluted share compared to adjusted net income of $10.2 million, or $0.26 per diluted share for the fourth quarter of 2021.

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 $2.85 billion to $2.95 billion;
• Gross profit to be between $684.0 million and $708.0 million and
• Adjusted EBITDA to be between $180.0 million and $190.0 million
  

Fourth Quarter 2022 Earnings Conference Call

The Company will host a conference call to discuss fourth quarter 2022 financial results today at 8:30 a.m. EST. 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 22, 2022 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

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.

THE CHEFS’ WAREHOUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands except share amounts and per share data)
	Fiscal Quarter Ended								Fiscal Year Ended
	December 30, 2022				December 24, 2021				December 30, 2022				December 24, 2021
Net sales	$	791,336			$	558,251			$	2,613,399			$	1,745,757
Cost of sales		604,005				432,562				1,994,763				1,355,272
Gross profit		187,331				125,689				618,636				390,485
Selling, general and administrative expenses		153,391				109,218				518,219				379,252
Other operating expenses, net		4,175				630				14,679				422
Operating income		29,765				15,841				85,738				10,811
Interest expense		24,282				4,225				43,849				17,587
Income (loss) before income taxes		5,483				11,616				41,889				(6,776	)
Provision for income tax expense (benefit)		4,310				3,172				14,139				(1,853	)
Net income (loss)	$	1,173			$	8,444			$	27,750			$	(4,923	)
Net income (loss) per share:
Basic	$	0.03			$	0.23			$	0.75			$	(0.13	)
Diluted	$	0.03			$	0.22			$	0.73			$	(0.13	)
Weighted average common shares outstanding:
Basic		37,198,345				36,879,240				37,094,220				36,744,304
Diluted		37,922,385				41,795,193				38,742,328				36,744,304

THE CHEFS’ WAREHOUSE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 30, 2022 AND DECEMBER 24, 2021 (in thousands)
	December 30, 2022				December 24, 2021
	(unaudited)
Cash and cash equivalents	$	158,800			$	115,155
Accounts receivable, net		260,167				172,540
Inventories, net		245,693				144,491
Prepaid expenses and other current assets		56,200				37,774
Total current assets		720,860				469,960
Equipment, leasehold improvements and software, net		185,728				133,622
Operating lease right-of-use assets		152,629				130,701
Goodwill		287,120				221,775
Intangible assets, net		155,703				104,743
Deferred taxes, net		—				9,380
Other assets		3,256				3,614
Total assets	$	1,505,296			$	1,073,795
Accounts payable	$	163,397			$	118,284
Accrued liabilities		54,325				35,390
Short-term operating lease liabilities		19,428				15,882
Accrued compensation		34,167				22,321
Current portion of long-term debt		12,428				5,141
Total current liabilities		283,745				197,018
Long-term debt, net of current portion		653,504				394,160
Operating lease liabilities		147,406				127,296
Deferred taxes, net		6,098				—
Other liabilities		13,034				5,110
Total liabilities		1,103,787				723,584
Common stock		386				380
Additional paid in capital		337,947				314,242
Cumulative foreign currency translation adjustment		(2,185	)			(2,022	)
Retained earnings		65,361				37,611
Stockholders’ equity		401,509				350,211
Total liabilities and stockholders’ equity	$	1,505,296			$	1,073,795

THE CHEFS’ WAREHOUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEAR ENDED DECEMBER 30, 2022 AND DECEMBER 24, 2021 (unaudited, in thousands)
	December 30, 2022				December 24, 2021
Cash flows from operating activities:
Net income (loss)	$	27,750			$	(4,923	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		24,332				21,998
Amortization of intangible assets		13,913				12,967
Provision (benefit) for allowance for doubtful accounts		6,048				(422	)
Non-cash operating lease expense		1,730				1,402
Deferred income tax provision (benefit)		9,601				(1,845	)
Amortization of deferred financing fees		1,290				2,299
Loss on debt extinguishment		14,287				—
Stock compensation		13,602				11,479
Change in fair value of contingent earn-out liabilities		8,505				(1,296	)
Intangible asset impairment		—				597
Loss on asset disposal		17				193
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(48,229	)			(70,777	)
Inventories		(49,931	)			(60,799	)
Prepaid expenses and other current assets		(17,603	)			(2,183	)
Accounts payable, accrued liabilities and accrued compensation		19,163				71,519
Other liabilities
Other assets and liabilities		(1,341	)			(108	)
Net cash provided by (used in) operating activities		23,134				(19,899	)
Cash flows from investing activities:
Capital expenditures		(45,848	)			(38,801	)
Cash paid for acquisitions		(186,175	)			(10,190	)
Net cash used in investing activities		(232,023	)			(48,991	)
Cash flows from financing activities:
Payment of debt, finance lease and other financing obligations		(331,073	)			(37,610	)
Proceeds from debt issuance		587,500				51,750
Payment of deferred financing fees		(19,039	)			(1,450	)
Proceeds from exercise of stock options		69				—
Surrender of shares to pay withholding taxes		(2,674	)			(1,829	)
Cash paid for contingent earn-out liabilities		(3,788	)			(83	)
Borrowings under asset based loan facility and other revolving credit facilities		42,220				—
Payments under asset based loan facility		(20,000	)			(20,000	)
Net cash provided by (used in) financing activities		253,215				(9,222	)
Effect of foreign currency translation on cash and cash equivalents		(681	)			(14	)
Net change in cash and cash equivalents		43,645				(78,126	)
Cash and cash equivalents at beginning of period		115,155				193,281
Cash and cash equivalents at end of period	$	158,800			$	115,155

THE CHEFS’ WAREHOUSE, INC. RECONCILIATION OF GAAP NET INCOME (LOSS) PER COMMON SHARE (unaudited; in thousands except share amounts and per share data)
	Fiscal Quarter Ended								Fiscal Year Ended
	December 30, 2022				December 24, 2021				December 30, 2022				December 24, 2021
Numerator:
Net income (loss)	$	1,173			$	8,444			$	27,750			$	(4,923	)
Add effect of dilutive securities:
Interest on convertible notes, net of tax		—				673				580				—
Net income (loss) available to common shareholders	$	1,173			$	9,117			$	28,330			$	(4,923	)
Denominator:
Weighted average basic common shares outstanding		37,198,345				36,879,240				37,094,220				36,744,304
Dilutive effect of unvested common shares		654,441				341,965				638,293				—
Dilutive effect of options and warrants		69,599				49,008				66,719				—
Dilutive effect of convertible notes		—				4,524,980				943,096				—
Weighted average diluted common shares outstanding		37,922,385				41,795,193				38,742,328				36,744,304
Net income (loss) per share:
Basic	$	0.03			$	0.23			$	0.75			$	(0.13	)
Diluted	$	0.03			$	0.22			$	0.73			$	(0.13	)

THE CHEFS’ WAREHOUSE, INC. RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET INCOME (LOSS) (unaudited; in thousands)
	Fiscal Quarter Ended								Fiscal Year Ended
	December 30, 2022				December 24, 2021				December 30, 2022				December 24, 2021
Net income (loss)	$	1,173			$	8,444			$	27,750			$	(4,923	)
Interest expense		24,282				4,225				43,849				17,587
Depreciation		6,665				5,728				24,332				21,998
Amortization		3,624				3,189				13,913				12,967
Provision for income tax expense (benefit)		4,310				3,172				14,139				(1,853	)
EBITDA (1)		40,054				24,758				123,983				45,776
Adjustments:
Stock compensation (2)		4,521				3,031				13,602				11,479
Other operating expenses, net (3)		4,175				630				14,679				422
Duplicate rent (4)		1,327				1,749				5,604				4,073
Payroll tax credit (5)		—				—				—				(1,418	)
Moving expenses (6)		—				75				—				965
Adjusted EBITDA (1)	$	50,077			$	30,243			$	157,868			$	61,297

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, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs.
4. Represents duplicate rent and occupancy costs for our Los Angeles, CA, Richmond, CA, Miami, FL and Portland, OR facilities.
5. Represents a payroll tax credit earned in accordance with the Employee Retention Credit under the CARES Act.
6. Represents moving expenses for the consolidation of certain facilities in New England.

THE CHEFS’ WAREHOUSE, INC. RECONCILIATION OF ADJUSTED NET INCOME (LOSS) TO NET INCOME (LOSS) (unaudited; in thousands except share amounts and per share data)
	Fiscal Quarter Ended								Fiscal Year Ended
	December 30, 2022				December 24, 2021				December 30, 2022				December 24, 2021
Net income (loss)	$	1,173			$	8,444			$	27,750			$	(4,923	)
Adjustments to reconcile net income (loss) to adjusted net income (loss) (1):
Other operating expenses, net (2)		4,175				630				14,679				422
Duplicate rent (3)		1,327				1,749				5,604				4,073
Moving expenses (4)		—				75				—				965
Debt modification and extinguishment expenses (5)		14,145				—				18,854				—
Payroll tax credit (6)		—				—				—				(1,418	)
Tax effect of adjustments (7)		(2,014	)			(687	)			(7,526	)			(1,132	)
Total adjustments		17,633				1,767				31,611				2,910
Adjusted net income (loss)	$	18,806			$	10,211			$	59,361			$	(2,013	)
Diluted adjusted net income (loss) per common share	$	0.48			$	0.26			$	1.54			$	(0.05	)
Diluted shares outstanding - adjusted		40,094,828				41,795,193				39,044,007				36,744,304

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 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.
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, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs.
3. Represents duplicate rent and occupancy costs for our Los Angeles, CA, Richmond, CA, Miami, FL and Portland, OR facilities.
4. Represents moving expenses for the consolidation of certain facilities in New England.
5. Represents interest expenses incurred in connection with third party fees and the loss on debt extinguishment from the refinancing of our senior convertible debt and the write-off of certain deferred financing fees in connection with amendments made to our term loan and asset-based loan facility.
6. Represents a payroll tax credit earned in accordance with the Employee Retention Credit under the CARES Act.
7. Represents the tax effect of items 2 through 6 above.

THE CHEFS’ WAREHOUSE, INC. RECONCILIATION OF ADJUSTED NET INCOME (LOSS) PER SHARE (unaudited; in thousands except share amounts and per share data)
	Fiscal Quarter Ended								Fiscal Year Ended
	December 30, 2022				December 24, 2021				December 30, 2022				December 24, 2021
Numerator:
Adjusted net income (loss)	$	18,806			$	10,211			$	59,361			$	(2,013	)
Add effect of dilutive securities:
Interest on convertible notes, net of tax		425				673				812				—
Adjusted net income (loss) available to common shareholders	$	19,231			$	10,884			$	60,173			$	(2,013	)
Denominator:
Weighted average basic common shares outstanding		37,198,345				36,879,240				37,094,220				36,744,304
Dilutive effect of unvested common shares		654,441				341,965				638,293				—
Dilutive effect of options and warrants		69,599				49,008				66,719				—
Dilutive effect of convertible notes		2,172,443				4,524,980				1,244,775				—
Weighted average diluted common shares outstanding		40,094,828				41,795,193				39,044,007				36,744,304
Adjusted net income (loss) per share:
Diluted	$	0.48			$	0.26			$	1.54			$	(0.05	)

THE CHEFS’ WAREHOUSE, INC. RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2023 (unaudited; in thousands)
	Low-End Guidance				High-End Guidance
Net Income:	$	55,800			$	61,000
Provision for income tax expense		20,700				22,500
Depreciation & amortization		42,000				45,000
Interest expense		38,000				38,000
EBITDA (1)		156,500				166,500
Adjustments:
Stock compensation (2)		17,000				17,000
Duplicate rent (3)		5,000				5,000
Other operating expenses (4)		1,500				1,500
Adjusted EBITDA (1)	$	180,000			$	190,000

1. 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.
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 and certain third-party deal costs incurred in connection with our acquisitions or financing arrangements.