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Chefs Warehouse Inc

For the period ended Sep 27, 2024. Filed Oct 30, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2024 · Filed Oct 30, 2024

CHEF$103.77+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-28; filed 2024-07-31.

0001517175-24-000013

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-27; filed 2024-10-30.

0001517175-24-000015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 53 previous paragraphs and 53 current paragraphs.

34 unchanged; 15 reworded; 4 added; 3 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Interest expense increased primarily due to higher aggregate principal amounts of debt outstanding, partially offset by lower interest rates.

Current report

Thirty-Nine Weeks Ended September 27, 2024 Compared to Thirty-Nine Weeks Ended September 29, 2023

Current report

The higher effective tax rate for the thirty-nine weeks ended September 29, 2023 was primarily driven by a $2.1 million charge in the prior year period for return-to-provision adjustments identified in the completion of our fiscal 2022 tax return and the impact of those adjustments on the fiscal 2023 estimated annual effective tax rate.
Removed paragraphs (3)

Previous report

Interest expense decreased primarily due to lower principal amounts outstanding on the senior secured term loans in 2024.

Previous report

Twenty-Six Weeks Ended June 28, 2024 Compared to Twenty-Six Weeks Ended June 30, 2023
Reworded paragraphs (15)

Previous wording

Organic growth contributed $126.2 million, or 7.9%, to sales growth and the remaining sales growth of $101.6 million, or 6.3%, resulted from acquisitions. Organic case count increased approximately 4.7% in our specialty category. In addition, specialty unique customers and placements increased 9.1% and 11.6%, respectively, compared to the prior year period. Organic pounds sold in our center-of-the-plate category increased 4.5% compared to the prior year. Estimated inflation was 2.1% in our specialty category and 4.5% in our center-of-the-plate category compared to the prior year period.

Current wording

Case count increased approximately 3.1% in our specialty category. In addition, specialty unique customers and placements increased 4.7% and 10.8%, respectively, compared to the prior year period. Pounds sold in our center-of-the-plate category increased 1.0% compared to the prior year. Estimated inflation was 4.3% in our specialty category and 1.4% in our center-of-the-plate category compared to the prior year period.

Previous wording

Gross profit dollars increased primarily as a result of increased sales and price inflation. Gross profit margin increased approximately 35 basis points. Gross profit margins increased 50 basis points in the Company’s specialty category and were relatively unchanged in the Company’s center-of-the-plate category.

Current wording

Gross profit dollars increased primarily as a result of increased sales and price inflation. Gross profit margin increased approximately 58 basis points. Gross profit margins increased 50 basis points in the Company’s specialty category and increased 45 basis points in the Company’s center-of-the-plate category.

Previous wording

The increase in selling, general and administrative expenses was primarily due to higher depreciation and amortization expenses driven by acquisitions and facility investments, and higher costs associated with compensation and benefits, facilities and distribution to support sales growth. Our ratio of selling, general and administrative expenses to net sales increased 10 basis points due to increased near-term costs associated with our investments in facilities and acquisitions.

Current wording

The increase in selling, general and administrative expenses was primarily due to higher depreciation and amortization expenses driven by facility investments, and higher costs associated with compensation and benefits, facilities and distribution to support sales growth. Our ratio of selling, general and administrative expenses to net sales increased 30 basis points due to increased near-term costs associated with our investments in facilities.

Previous wording

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 thirteen weeks ended June 30, 2023 related to the loss of a significant Hardie’s Fresh Foods customer post-acquisition and lower third-party deal costs incurred in connection with business acquisitions and financing arrangements during the thirteen weeks ended June 28, 2024 compared to the prior year quarter.

Current wording

Other operating (income) expenses, net decreased by $2.6 million primarily due non-cash charges of $1.8 million recorded during the thirteen weeks ended September 29, 2023 for changes in the fair value of our contingent liabilities compared to non-cash credits of $0.1 million recorded during the thirteen weeks ended September 27, 2024, as well as lower third-party deal costs incurred in connection with business acquisitions and financing arrangements during the thirteen weeks ended September 27, 2024 compared to the prior year quarter.

Previous wording

The higher effective tax rate for the thirteen weeks ended June 28, 2024 was primarily driven by the non-deductibility of certain compensation-related items.

Current wording

The higher effective tax rate for the thirteen weeks ended September 29, 2023 was primarily driven by a $2.1 million charge in the prior year period for return-to-provision adjustments identified in the completion of our fiscal 2022 tax return and the impact of those adjustments on the fiscal 2023 estimated annual effective tax rate.

Previous wording

Organic growth contributed $62.8 million, or 7.2%, to sales growth and the remaining sales growth of $10.1 million, or 1.1%, resulted from acquisitions. Organic case count increased approximately 4.7% in our specialty category. In addition, specialty unique customers and placements increased 8.2% and 11.3%, respectively, compared to the prior year period. Organic pounds sold in our center-of-the-plate category increased 2.9% compared to the prior year. Estimated inflation was 2.7% in our specialty category and 4.3% in our center-of-the-plate category compared to the prior year period.

Current wording

Organic growth contributed $175.8 million, or 7.1%, to sales growth and the remaining sales growth of $101.6 million, or 4.1%, resulted from acquisitions. Organic case count increased approximately 4.1% in our specialty category. In addition, specialty unique customers and placements increased 7.4% and 11.3%, respectively, compared to the prior year period. Organic pounds sold in our center-of-the-plate category increased 3.2% compared to the prior year. Estimated inflation was 2.9% in our specialty category and 3.4% in our center-of-the-plate category compared to the prior year period.

Previous wording

Gross profit dollars increased primarily as a result of sales growth and price inflation. Gross profit margin increased approximately 36 basis points. Gross profit margins increased 27 basis points in the Company’s specialty category and increased 7 basis points in the Company’s center-of-the-plate category.

Current wording

Gross profit dollars increased primarily as a result of sales growth and price inflation. Gross profit margin increased approximately 43 basis points. Gross profit margins increased 35 basis points in the Company’s specialty category and increased 20 basis points in the Company’s center-of-the-plate category.

Previous wording

The decrease in net other operating expense relates primarily to an impairment charge on customer relationships intangible assets of $1.8 million recorded during the twenty-six weeks ended June 30, 2023 related to the loss of a significant Hardie’s Fresh Foods customer post-acquisition, non-cash credits of $0.6 million for changes in the fair value of our contingent earn-out liabilities in the current period compared to non-cash charges of $1.1 million in the prior year period and lower third-party deal costs incurred in connection with business acquisitions and financing arrangements during the twenty-six weeks ended June 28, 2024, partially offset by charges associated with employee severance in the first quarter of 2024.

Current wording

The decrease in net other operating expense was primarily due to an impairment charge on customer relationships intangible assets of $1.8 million recorded during the thirty-nine weeks ended September 29, 2023 related to the loss of a significant Hardie’s Fresh Foods customer post-acquisition, non-cash credits of $0.7 million for changes in the fair value of our contingent earn-out liabilities in the current period compared to non-cash charges of $2.9 million in the prior year period and lower third-party deal costs incurred in connection with business acquisitions and financing arrangements during the thirty-nine weeks ended September 27, 2024, partially offset by charges associated with employee severance in the first quarter of 2024.

Previous wording

In March 2024, we amended our senior secured term loan agreement, which reduced the interest rate spread by 75 basis points on our senior secured term loan facility. Additionally, during the twenty-six weeks ended June 28, 2024, we made voluntary principal prepayments of $8.0 million towards the senior secured term loan.

Current wording

In March 2024, we amended our senior secured term loan agreement, which reduced the interest rate spread by 75 basis points on our senior secured term loan facility. On October 22, 2024, we further amended our senior secured term loan agreement, which reduced the interest rate spread by an additional 50 basis points. Additionally, during the thirty-nine weeks ended September 27, 2024, we made voluntary principal prepayments of $12.0 million towards the senior secured term loan.

Previous wording

During the twenty-six weeks ended June 28, 2024, we made a scheduled principal payment of $5.0 million towards the unsecured note issued in connection with the GreenLeaf acquisition. The note is presented under the caption “Finance leases and other financing obligations” in the table above.

Current wording

During the thirty-nine weeks ended September 27, 2024, we made a scheduled principal payment of $5.0 million towards the unsecured note issued in connection with the GreenLeaf acquisition. The note is presented under the caption “Finance leases and other financing obligations” in the table above.

Previous wording

In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. During the thirteen weeks ended June 28, 2024, we repurchased 129,523 shares of our common stock at an average purchase price of $38.58 per share and during the twenty-six weeks ended June 28, 2024, we repurchased 264,076 shares of our common stock at an average purchase price of $37.86 per share. The share repurchases were funded by our available cash. The remaining share purchase authorization was $90.0 million at June 28, 2024. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Current wording

In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. During the thirty-nine weeks ended September 27, 2024, we repurchased and retired 264,076 shares of our common stock at an average purchase price of $37.86 per share. The share repurchases were funded by our available cash. The remaining share purchase authorization was $90.0 million at September 27, 2024. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Previous wording

We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2024 will be approximately $40.0 million to $45.0 million. We believe our existing balances of cash and cash equivalents, working capital and the availability under our asset-based loan facility, are sufficient to satisfy our working capital needs, capital expenditures, debt service and other liquidity requirements associated with our current operations over the next twelve months.

Current wording

We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2024 will be approximately $45.0 million to $50.0 million. We believe our existing balances of cash and cash equivalents, working capital and the availability under our asset-based loan facility, are sufficient to satisfy our working capital needs, capital expenditures, debt service and other liquidity requirements associated with our current operations over the next twelve months.

Previous wording

Our cash provided by operating activities is predominately driven by net sales to our customers. Our cash used in operating activities is primarily driven by our payments to suppliers for our inventory, employee compensation, payments to support our facilities, our distribution network, interest on our indebtedness, payments to tax authorities and other general corporate expenditures. Net cash provided by operations was $60.2 million for the twenty-six weeks ended June 28, 2024 compared to $10.8 million for the twenty-six weeks ended June 30, 2023. The increase in cash provided by operating activities was primarily due to sales growth and lower inventory purchase levels in the current period as the prior year results included a strategic pull forward of inventory purchases that did not recur.

Current wording

Our cash provided by operating activities is predominately driven by net sales to our customers. Our cash used in operating activities is primarily driven by our payments to suppliers for our inventory, employee compensation, payments to support our facilities, our distribution network, interest on our indebtedness, payments to tax authorities and other general corporate expenditures. Net cash provided by operations was $80.1 million for the thirty-nine weeks ended September 27, 2024 compared to $20.0 million for the thirty-nine weeks ended September 29, 2023. The increase in cash provided by operating activities was primarily due to sales growth and lower inventory purchase levels in the current period as the prior year results included a strategic pull forward of inventory purchases that did not recur.

Previous wording

Net cash used in investing activities was $33.4 million for the twenty-six weeks ended June 28, 2024, driven by capital expenditures of $33.1 million.

Current wording

Net cash used in investing activities was $41.4 million for the thirty-nine weeks ended September 27, 2024, driven by capital expenditures of $41.1 million.

Previous wording

Net cash used in financing activities was $38.4 million for the twenty-six weeks ended June 28, 2024 driven by $14.5 million of payments of debt and other financing obligations, $10.0 million used to repurchase our common stock, $7.3 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $3.6 million of earn-out payments and $3.8 million of finance lease payments.

Current wording

Net cash used in financing activities was $37.8 million for the thirty-nine weeks ended September 27, 2024 driven by $18.5 million of payments of debt and other financing obligations, $10.0 million used to repurchase our common stock, $7.4 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $3.8 million of earn-out payments and $5.0 million of finance lease payments, partially offset by $6.8 million of borrowings under our revolving credit facilities.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The higher effective tax rate for the twenty-six weeks ended June 28, 2024 was primarily driven by the non-deductibility of certain compensation-related items.