Chefs' Warehouse, Inc.
For the period ended Sep 26, 2025. Filed Oct 29, 2025.
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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 26, 2025 · Filed Oct 29, 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 2025-06-27; filed 2025-07-30.
0001628280-25-036589
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-26; filed 2025-10-29.
0001517175-25-000021
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 50 previous paragraphs and 64 current paragraphs.
33 unchanged; 14 reworded; 17 added; 3 removed; 0 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 (17)
Current report
Performance Indicators
Current report
In assessing the performance of our business, our management team considers a variety of performance and financial measures. The key measures used by our management are discussed below.
Current report
•Net sales growth. Our net sales growth is driven principally by changes in volume and, to a lesser degree, changes in price related to the impact of inflation in commodity prices and product mix. In particular, product cost inflation and deflation impact our results of operations and, depending on the amount of inflation or deflation, such impact may be material. For example, inflation may increase the dollar value of our sales, and deflation may cause the dollar value of our sales to fall despite our unit sales remaining constant or growing.
Current report
•Gross profit and gross profit margin. Our gross profit and gross profit as a percentage of net sales, or gross profit margin, are driven principally by changes in volume and fluctuations in food and commodity prices and our ability to pass on any price increases to our customers in an inflationary environment and maintain or increase gross profit margin when our costs decline.
Current report
Inflation. The majority of our pricing is set at the time of order and we typically pass cost increases or decreases to our customers. Our ability to fully pass along cost changes and the timing of those changes can cause fluctuations in our gross profit margin. Also, some of our pricing to customers is based on a cost-plus methodology, which impacts gross profit in periods of cost inflation or deflation.
Current report
Product Mix. Our gross profit margin is also a function of the product mix of our net sales in any period. Given our wide selection of product categories, as well as the continuous introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins. Product mix is most significantly impacted by the introduction of new product categories in markets that we have more recently entered and from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.
Current report
•Volume Measurements. In assessing our results, we utilize both total and organic growth, which excludes growth from an acquired business until it has been reflected in our results of operations for at least 12 months. We use case count as the volume measurement in our specialty product category and pounds sold as the volume measurement in our center-of-the-plate category.
Current report
Case count. Case count represents the volume of specialty products sold to customers during a given time period. Case growth is calculated by dividing the change in case volumes sold by the number of cases sold in the prior period. We define a case as the lowest level of packaged products as received from our suppliers, with one case containing several individually packaged units of the same product. Where individual packaged units are sold separately, case volume is calculated using the case equivalent quantity sold.
Current report
Pounds sold. Pounds represent the volume of center-of-the-plate products sold to customers during a given time period. Pounds growth is calculated by dividing the change in pound volumes sold by the number of pounds sold in the prior period.
Current report
•Other Performance Indicators. While case count is used for the volume measurement in the specialty category, we also disclose changes in specialty unique customers and specialty placements to provide additional context to our results and to the performance of our business. We define unique customers as the number of customers who purchase product in a given week. Each customer, regardless of the number of deliveries made during the week, is counted only once. Placements is the sum of the unique stock-keeping units (“SKUs”) sold per customer, also in a given week. Our customer count and placements measures are subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present these measures for historical periods reflecting these adjustments.
Current report
Recent Acquisitions
Current report
On October 1, 2025, we entered into an asset purchase agreement to acquire substantially all of the assets of Italco Food Products, a premier specialty food distributor based in Denver, Colorado. The purchase price was $16,500, consisting of $5,500 cash paid at closing and $11,000 from the issuance of an unsecured note and is subject to customary working capital true-ups. The assets acquired consist primarily of inventory, accounts receivable and goodwill and other intangibles and are not material to the Company’s consolidated financial statements.
Current report
Other Operating Expenses (Income), Net
Current report
Other operating expenses (income), net increased by $0.2 million primarily due to higher third-party deal costs.
Current report
Thirty-Nine Weeks Ended September 26, 2025 Compared to Thirty-Nine Weeks Ended September 27, 2024
Current report
On October 1, 2025, subsequent to our fiscal quarter end, we issued an $11.0 million unsecured note in connection with the acquisition of substantially all of the assets of Italco Food Products. The Company also paid $5.5 million cash at closing. The acquisition was not material to our consolidated financial statements.
Current report
On August 20, 2025, we entered into an amendment (“Eighth Amendment”) to our asset-based loan (the “ABL”) credit agreement, which extended the maturity date to August 20, 2030, eliminated the credit spread adjustment to the interest rate charged on borrowings and increased the aggregate letters of credit. There were no changes to the aggregate commitments of $300,000. The Eighth Amendment to the ABL was accounted for as a debt modification. We incurred transaction costs of $658, which were capitalized as deferred financing fees to be amortized over the term of the ABL, and are presented inother non-current assets in our condensed consolidated balance sheet.
Removed paragraphs (3)
Previous report
Other operating expenses, net increased by $0.1 million primarily due to a higher loss on asset disposals in the current quarter compared to the prior year quarter, almost entirely offset by lower third-party deal costs incurred in connection with business acquisitions and financing arrangements.
Previous report
Twenty-Six Weeks Ended June 27, 2025 Compared to Twenty-Six Weeks Ended June 28, 2024
Previous report
Other Operating Expenses, Net
Reworded paragraphs (14)
Previous wording
Net sales increased due to organic growth as there was no impact from acquisitions. Case count increased approximately 3.5% in our specialty category. In addition, unique customers and placements in our specialty category increased 3.6% and 8.7%, respectively, compared to the prior year quarter. Pounds sold in our center-of-the-plate category decreased 4.0% compared to the prior year quarter, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation was 5.0% in our specialty category and 10.8% in our center-of-the-plate category compared to the prior year quarter.
Current wording
Net sales increased due to organic growth. Case count increased approximately 3.2% in our specialty category, representing an increase in net sales of $18.6 million. In addition, unique customers and placements in our specialty category increased 2.6% and 5.3%, respectively, compared to the prior year quarter. Pounds sold in our center-of-the-plate category decreased 1.1% compared to the prior year quarter, representing a decrease in net sales of $4.0 million, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation increased sales by $25.7 million, or 4.4% in our specialty category and by $42.8 million, or 12.3% in our center-of-the-plate category compared to the prior year quarter.
Previous wording
Gross profit dollars increased primarily as a result of sales growth and price inflation. Gross profit margin increased approximately 59 basis points. Gross profit margins increased 59 basis points in the Company’s specialty category and increased 56 basis points in the Company’s center-of-the-plate category.
Current wording
Gross profit dollars increased $21.7 million as a result of sales growth which includes inflation, with the remainder of the increase primarily due to improved gross profit margin rates. Gross profit margin increased approximately 7 basis points due to improved inventory management and favorable production cost leverage. Gross profit margins increased 59 basis points in the Company’s specialty category, or $3.7 million, and decreased 49 basis points in the Company’s center-of-the-plate category, or $1.9 million, compared to the prior year quarter.
Previous wording
The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation expense driven by facility and fleet investments and higher self-insurance expense. Our ratio of selling, general and administrative expenses to net sales increased 30 basis points due to the higher costs, partially offsetting our sales growth.
Current wording
The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation expense driven by facility and fleet investments and higher self-insurance expense. Our ratio of selling, general and administrative expenses to net sales decreased 30 basis points due to improved fixed cost leverage.
Previous wording
The Company’s effective tax rate was 28.0% and 30.0% for the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively. The effective tax rate for the thirteen weeks ended June 27, 2025 reflects the annual effective tax rate estimated for the full fiscal year.
Current wording
The Company’s effective tax rate was 32.6% and 30.0% for the thirteen weeks ended September 26, 2025 and September 27, 2024, respectively. The effective tax rate for the thirteen weeks ended September 26, 2025 reflects the annual effective tax rate estimated for the full fiscal year and includes a discrete charge related to a return to provision adjustment on the 2024 tax return.
Previous wording
Net sales increased due to organic growth as there was no impact from acquisitions. Case count increased approximately 4.5% in our specialty category. In addition, unique customers and placements in our specialty category increased 4.0% and 8.2%, respectively, compared to the prior year period. Pounds sold in our center-of-the-plate category decreased 2.7% compared to the prior year period, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation was 4.9% in our specialty category and 8.4% in our center-of-the-plate category compared to the prior year period.
Current wording
Net sales increased due to organic growth. Case count increased approximately 4.1% in our specialty category, representing an increase in net sales of $69.6 million. In addition, unique customers and placements in our specialty category increased 3.6% and 7.2%, respectively, compared to the prior year period. Pounds sold in our center-of-the-plate category decreased 2.2% compared to the prior year period, representing a decrease in net sales of $22.9 million, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation increased sales by $80.6 million, or 4.7%, in our specialty category and by $102.5 million, or 9.7%, 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 22 basis points. Gross profit margins increased 34 basis points in the Company’s specialty category and decreased 11 basis points in the Company’s center-of-the-plate category.
Current wording
Gross profit dollars increased $59.2 million as a result of sales growth which includes inflation, with the remainder of the increase primarily due to improved gross profit margin rates. Gross profit margin increased approximately 17 basis points due to improved inventory management and favorable production cost leverage. Gross profit margins increased 42 basis points in the Company’s specialty category, or $7.8 million, and decreased 24 basis points in the Company’s center-of-the-plate category, or $2.8 million, compared to the prior year period.
Previous wording
The decrease in other operating expense, net was primarily due to lower employee severance charges during the twenty-six weeks ended June 27, 2025 compared to the prior year period.
Current wording
The decrease in other operating expense, net was primarily due to lower employee severance charges during the thirty-nine weeks ended September 26, 2025 compared to the prior year period, and non-cash credits of $0.7 million for changes in the fair value of our contingent earn-out liabilities in the prior year period.
Previous wording
The Company’s effective tax rate was 24.9% and 30.0% for the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively. The effective tax rate for the twenty-six weeks ended June 27, 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 wording
The Company’s effective tax rate was 28.0% and 30.0% for the thirty-nine weeks ended September 26, 2025 and September 27, 2024, respectively. The effective tax rate for the thirty-nine weeks ended September 26, 2025 reflects the annual effective tax rate estimated for the full fiscal year, adjusted for discrete items related to a tax benefit from the vesting of stock awards during the period, partially offset by a discrete charge related to a return to provision adjustment on the 2024 tax return.
Previous wording
In June 2025, we entered into an amendment to our senior secured term loan agreement, which reduced the interest rate spread by 50 basis points on our senior secured term loan facility. Additionally, during the twenty-six weeks ended June 27, 2025 and June 28, 2024, we made voluntary principal prepayments of $5.0 million and $8.0 million, respectively, towards the senior secured term loan.
Current wording
In June 2025, we entered into an amendment to our senior secured term loan agreement, which reduced the interest rate spread by 50 basis points on our senior secured term loan facility. Additionally, during the thirty-nine weeks ended September 26, 2025 and September 27, 2024, we made voluntary principal prepayments of $5.0 million and $12.0 million, respectively, towards the senior secured term loan.
Previous wording
The GreenLeaf Note matured on April 20, 2025, and we made the final principal payment of $5.0 million during the twenty-six weeks ended June 27, 2025. Previously, we made a scheduled principal payment of $5.0 million towards the GreenLeaf Note during the twenty-six weeks ended June 28, 2024. The GreenLeaf Note is presented at December 27, 2024 under the caption “Finance leases and other financing obligations” in the table above.
Current wording
The GreenLeaf Note matured on April 20, 2025, and we made the final principal payment of $5.0 million during the thirty-nine weeks ended September 26, 2025. Previously, we made a scheduled principal payment of $5.0 million towards the GreenLeaf Note during the thirty-nine weeks ended September 27, 2024. The GreenLeaf Note is presented at December 27, 2024 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 twenty-six weeks ended June 27, 2025, we repurchased 159,982 shares of our common stock at an average purchase price of $62.51 per share. 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 $72.6 million at June 27, 2025. 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 26, 2025, we repurchased 241,198 shares of our common stock at an average purchase price of $62.19 per share. During the thirty-nine weeks ended September 27, 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 $67.6 million at September 26, 2025. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.
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 $64.1 million for the twenty-six weeks ended June 27, 2025 compared to $60.2 million for the twenty-six weeks ended June 28, 2024. The increase in cash provided by operating activities was primarily due to sales growth and lower cash paid for interest, partially offset by a strategic pull-forward of certain inventory purchases.
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 $55.4 million for the thirty-nine weeks ended September 26, 2025 compared to $80.1 million for the thirty-nine weeks ended September 27, 2024. The decrease in cash provided by operating activities was primarily due to timing of payments and a strategic pull-forward of certain inventory purchases, partially offset by sales growth.
Previous wording
Net cash used in investing activities was $22.3 million for the twenty-six weeks ended June 27, 2025, driven by capital expenditures.
Current wording
Net cash used in investing activities was $33.3 million for the thirty-nine weeks ended September 26, 2025, driven by capital expenditures.
Previous wording
Net cash used in financing activities was $59.6 million for the twenty-six weeks ended June 27, 2025 driven by $20.0 million of payments under our revolving credit facilities, $11.5 million of payments of term loan debt, $11.6 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $10.0 million used to repurchase our common stock and $6.5 million of finance lease payments.
Current wording
Net cash used in financing activities was $71.6 million for the thirty-nine weeks ended September 26, 2025 driven by $20.0 million of payments under our revolving credit facilities, $12.3 million of payments of term loan debt, $11.8 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $15.0 million used to repurchase our common stock and $11.8 million of finance lease payments.