Chefs' Warehouse, Inc.
For the period ended Mar 28, 2025. Filed Apr 30, 2025.
View on SEC.govAbout 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.
Mar 28, 2025 · Filed Apr 30, 2025
CHEF$103.77+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-03-28; filed 2025-04-30.
0001517175-25-000008
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 36 current paragraphs.
18 unchanged; 15 reworded; 3 added; 18 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 10 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 (3)
Current report
Other operating expenses, net decreased by $2.6 million primarily due to lower employee severance charges incurred in the current quarter compared to the prior year quarter.
Current report
The Company’s effective tax rate was 17.6% and 30.0% for the thirteen weeks ended March 28, 2025 and March 29, 2024, respectively. The effective tax rate for the thirteen weeks ended March 28, 2025 reflects the annual effective tax rate estimated for the full fiscal year, adjusted for a discrete item related to a tax benefit from the vesting of stock awards during the period.
Current report
Financing Transactions
Removed paragraphs (18)
Previous report
Acquisitions
Previous report
On May 1, 2023, the Company entered into a stock purchase agreement to acquire substantially all of the equity interests of Oakville Produce Partners, LLC (“GreenLeaf”), a leading produce and specialty food distributor in Northern California. The final purchase price was $88.2 million consisting of $72.2 million paid in cash at closing, $3.5 million paid upon settlement of a net working capital true-up, the issuance of a $10.0 million unsecured note, and 75,008 shares of the Company’s common stock with an approximate value of $2.5 million based on the trading price of the Company’s common stock on the date of acquisition.
Previous report
On March 20, 2023, pursuant to an asset purchase agreement, we acquired substantially all of the assets of Hardie’s F&V, LLC (“Hardie’s Fresh Foods”), a specialty produce distributor with operations in Texas. The final purchase price was approximately $41.4 million, consisting of $38.0 million paid in cash at closing, $0.6 million received upon settlement of a net working capital true-up, and an earn-out liability valued at approximately $4.0 million as of the acquisition date. If earned, the earn-out liability could total up to $10.0 million over a two-year period.
Previous report
Other Operating (Income) Expenses, Net
Previous report
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 report
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 report
Thirty-Nine Weeks Ended September 27, 2024 Compared to Thirty-Nine Weeks Ended September 29, 2023
Previous report
Net Sales
Previous report
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 report
Gross Profit
Previous report
Selling, General and Administrative Expenses
Previous report
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 report
Interest Expense
Previous report
Interest expense increased primarily driven by higher average principal amounts of outstanding debt during the period and higher rates of interest charged on the variable rate portion of our outstanding debt.
Previous report
Provision for Income Taxes
Previous 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.
Previous report
Recent Financing Transactions
Previous report
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.
Reworded paragraphs (15)
Previous wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to the accompanying condensed consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in our financial condition and results of operations. The following discussion should be read in conjunction with information included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023 (the “2023 Form 10-K”) filed with the SEC. Unless otherwise indicated, the terms “Company”, “Chefs’ Warehouse”, “we”, “us” and “our” refer to The Chefs’ Warehouse, Inc. and its subsidiaries.
Current wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to the accompanying condensed consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in our financial condition and results of operations. The following discussion should be read in conjunction with information included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2024 (the “2024 Form 10-K”) filed with the SEC. Unless otherwise indicated, the terms “Company”, “Chefs’ Warehouse”, “we”, “us” and “our” refer to The Chefs’ Warehouse, Inc. and its subsidiaries. All dollar amounts included in the tables in the following discussion are presented in thousands.
Previous wording
We are a premier distributor of specialty foods in the leading culinary markets in the United States, the Middle East and Canada. We offer more than 70,000 stock-keeping units (“SKUs”), ranging from high-quality specialty foods and ingredients to basic ingredients and staples and center-of-the-plate proteins. We serve more than 44,000 core customer locations, primarily located in our 23 geographic markets across the United States, the Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments. We also sell certain of our products directly to consumers through our Allen Brothers retail channel.
Current wording
We are a premier distributor of specialty foods in the leading culinary markets in the United States, the Middle East and Canada. We offer more than 88,000 stock-keeping units (“SKUs”), ranging from high-quality specialty foods and ingredients to basic ingredients and staples and center-of-the-plate proteins. We serve more than 50,000 core customer locations, primarily located in our 23 geographic markets across the United States, the Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments. We also sell certain of our center-of-the-plate products directly to consumers through our Allen Brothers subsidiary.
Previous 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.
Current wording
Net sales increased due to organic growth as there was no impact from acquisitions. Case count increased approximately 5.7% in our specialty category. In addition, unique customers and placements in our specialty category increased 4.5% and 7.7%, respectively, compared to the prior year period. Pounds sold in our center-of-the-plate category decreased 1.3% compared to the prior year. Estimated inflation was 4.8% in our specialty category and 5.9% 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 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.
Current wording
Gross profit dollars increased primarily as a result of increased sales and price inflation. Gross profit margin decreased approximately 18 basis points. Gross profit margins increased 6 basis points in the Company’s specialty category and decreased 83 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 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.
Current wording
The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits, facilities and distribution to support sales growth and higher depreciation expense driven by facility investments. Our ratio of selling, general and administrative expenses to net sales decreased 50 basis points due to sales growth combined with certain benefits derived from our investments in our facility and distribution operations.
Previous wording
Interest expense increased primarily due to higher aggregate principal amounts of debt outstanding, partially offset by lower interest rates.
Current wording
Interest expense decreased primarily due to lower aggregate principal amounts of debt outstanding and lower interest rates in the current quarter compared to the prior year quarter.
Previous wording
The following table presents selected financial information on our indebtedness (in thousands):
Current wording
The following table presents selected financial information on our indebtedness:
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. 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.
Current wording
During the thirteen weeks ended March 29, 2024, we made voluntary principal prepayments of $6.0 million towards the senior secured term loan.
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 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.
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 thirteen weeks ended March 29, 2024, we repurchased 134,553 shares of our common stock at an average purchase price of $37.16 per share. The share repurchases were funded by our available cash. There were no share repurchases during the thirteen weeks ended March 28, 2025. The remaining share purchase authorization was $82.6 million at March 28, 2025. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.
Previous wording
The following table presents selected financial information on liquidity (in thousands):
Current wording
The following table presents selected financial information on liquidity:
Previous 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.
Current wording
We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2025 will be approximately $40.0 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
The following table presents selected financial information on cash flows (in thousands):
Current wording
The following table presents selected financial information on cash flows:
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 $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.
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 $49.6 million for the thirteen weeks ended March 28, 2025 compared to $30.9 million for the thirteen weeks ended March 29, 2024. The increase in cash provided by operating activities was primarily due to sales growth, lower cash paid for interest, lower other operating expenses and improvements in working capital management.
Previous 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.
Current wording
Net cash used in investing activities was $12.3 million for the thirteen weeks ended March 28, 2025, driven by capital expenditures.
Previous 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.
Current wording
Net cash used in financing activities was $35.4 million for the thirteen weeks ended March 28, 2025 driven by $20.0 million of payments under our revolving credit facilities, $11.4 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $3.3 million of finance lease payments and $0.8 million of payments of term loan debt.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 by 20 basis points due to increased near-term costs associated with our investments in facilities and acquisitions.