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CHEF Chefs` Warehouse

Filed: 28 Apr 21, 7:52am

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 26, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 001-35249
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-3031526
(State or other jurisdiction of
incorporation or organization)
 (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

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
Preferred Stock Purchase RightsCHEFThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No  
Number of shares of common stock, par value $.01 per share, outstanding at April 26, 2021: 37,901,560
1


THE CHEFS’ WAREHOUSE, INC.
FORM 10-Q
Table of Contents
 

2


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements in this report regarding the business of The Chefs’ Warehouse, Inc. (the “Company”) 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. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and/or could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. 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 increased distribution of center-of-the-plate products, like meat, poultry and seafood, involves increased 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 London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with an alternative rate; 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 the COVID-19 pandemic, 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, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 Securities and Exchange Commission (“SEC”) on February 23, 2021 and other reports, including this Quarterly Report on Form 10-Q, filed by the Company with the SEC since that date. The Company is not undertaking to update any information in the foregoing report until the effective date of its future reports required by applicable laws.


3


PART I FINANCIAL INFORMATION

ITEM 1.            CONSOLIDATED FINANCIAL STATEMENTS

THE CHEFS’ WAREHOUSE, INC.
CONSOLIDATED BALANCE SHEETS 
(Amounts in thousands, except share data)
March 26, 2021 (unaudited)December 25, 2020
ASSETS  
Current assets:  
Cash and cash equivalents$175,000 $193,281 
Accounts receivable, net of allowance of $22,379 in 2021 and $24,027 in 202099,459 96,383 
Inventories, net91,814 82,519 
Prepaid expenses and other current assets32,631 33,479 
Total current assets398,904 405,662 
Equipment, leasehold improvements and software, net113,450 115,448 
Operating lease right-of-use assets110,726 115,224 
Goodwill214,888 214,864 
Intangible assets, net108,219 111,717 
Deferred taxes, net12,560 7,535 
Other assets3,835 3,875 
Total assets$962,582 $974,325 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$69,461 $57,515 
Accrued liabilities26,829 27,924 
Short-term operating lease liabilities16,898 17,167 
Accrued compensation10,603 9,401 
Current portion of long-term debt6,043 6,095 
Total current liabilities129,834 118,102 
Long-term debt, net of current portion396,489 398,084 
Operating lease liabilities105,016 109,133 
Other liabilities and deferred credits3,227 4,416 
Total liabilities634,566 629,735 
Commitments and contingencies00
Stockholders’ equity:  
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, 0 shares issued and outstanding at March 26, 2021 and December 25, 2020
Common Stock, - $0.01 par value, 100,000,000 shares authorized, 37,909,695 and 37,274,768 shares issued and outstanding at March 26, 2021 and December 25, 2020, respectively379 373 
Additional paid in capital304,994 303,734 
Accumulated other comprehensive loss(1,970)(2,051)
Retained earnings24,613 42,534 
Total stockholders’ equity328,016 344,590 
Total liabilities and stockholders’ equity$962,582 $974,325 
 
See accompanying notes to the consolidated financial statements.
4


THE CHEFS’ WAREHOUSE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(Amounts in thousands, except share and per share amounts)
Thirteen Weeks Ended
March 26,
2021
March 27,
2020
Net sales$280,217 $375,431 
Cost of sales221,270 289,943 
Gross profit58,947 85,488 
Selling, general and administrative expenses80,245 108,882 
Other operating (income) expenses, net(1,170)(6,336)
Operating loss(20,128)(17,058)
Interest expense4,763 5,124 
Loss before income taxes(24,891)(22,182)
Provision for income tax benefit(6,970)(8,097)
Net loss$(17,921)$(14,085)
Other comprehensive income (loss):
Foreign currency translation adjustments81 (378)
Comprehensive loss$(17,840)$(14,463)
Net loss per share:  
Basic$(0.49)$(0.48)
Diluted$(0.49)$(0.48)
Weighted average common shares outstanding: 
Basic36,401,748 29,621,433 
Diluted36,401,748 29,621,433 
 
See accompanying notes to the consolidated financial statements.
5


THE CHEFS’ WAREHOUSE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Amounts in thousands, except share amounts)
 Common StockAdditional
Paid in
Capital
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
Total
 SharesAmount
Balance December 25, 202037,274,768 $373 $303,734 $(2,051)$42,534 $344,590 
Net loss— — — — (17,921)(17,921)
Stock compensation673,430 2,452 — — 2,458 
Cumulative translation adjustment— — — 81 — 81 
Shares surrendered to pay tax withholding(38,503)— (1,192)— — (1,192)
Balance March 26, 202137,909,695 $379 $304,994 $(1,970)$24,613 $328,016 

Balance December 27, 201930,341,941 $304 $212,240 $(2,048)$125,437 $335,933 
Net loss— — — — (14,085)(14,085)
Stock compensation807,433 843 — — 851 
Cumulative translation adjustment— — — (378)— (378)
Shares surrendered to pay tax withholding(159,632)(2)(2,702)— — (2,704)
Balance March 27, 202030,989,742 $310 $210,381 $(2,426)$111,352 $319,617 

See accompanying notes to the consolidated financial statements.
6


THE CHEFS’ WAREHOUSE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Thirteen Weeks Ended
March 26, 2021March 27, 2020
Cash flows from operating activities:  
Net loss$(17,921)$(14,085)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:  
Depreciation and amortization5,107 4,762 
Amortization of intangible assets3,539 3,298 
Provision for allowance for doubtful accounts(451)18,431 
Non-cash operating lease expense109 244 
Benefit for deferred income taxes(5,025)(1,900)
Amortization of deferred financing fees864 762 
Stock compensation2,458 851 
Change in fair value of contingent earn-out liabilities(1,308)(6,812)
Loss on asset disposal42 
Changes in assets and liabilities, net of acquisitions:  
Accounts receivable(2,585)33,141 
Inventories(9,357)2,501 
Prepaid expenses and other current assets850 (8,855)
Accounts payable, accrued liabilities and accrued compensation12,026 (14,311)
Other assets and liabilities26 3,916 
Net cash (used in) provided by operating activities(11,663)21,985 
Cash flows from investing activities:  
Capital expenditures(2,896)(3,093)
Cash paid for acquisitions, net of cash received(63,450)
Net cash used in investing activities(2,896)(66,543)
Cash flows from financing activities:  
Payment of debt, finance lease and other financing obligations(32,834)(687)
Proceeds from debt issuance51,750 
Payment of deferred financing fees(1,450)
Surrender of shares to pay withholding taxes(1,192)(838)
Cash paid for contingent earn-out liability(500)
Borrowings under asset-based loan facility100,000 
Payments under asset based loan facility(20,000)
Net cash (used in) provided by financing activities(3,726)97,975 
Effect of foreign currency on cash and cash equivalents(133)
Net change in cash and cash equivalents(18,281)53,284 
Cash and cash equivalents-beginning of period193,281 140,233 
Cash and cash equivalents-end of period$175,000 $193,517 

See accompanying notes to the consolidated financial statements.
7


THE CHEFS’ WAREHOUSE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except share and per share amounts)

Note 1 - Operations and Basis of Presentation
 
Description of Business and Basis of Presentation
 
The financial statements include the consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year-end to the calendar year. The Company’s business consists of 3 operating segments: East Coast, Midwest and West Coast that aggregate into 1 reportable segment, foodservice distribution, which is concentrated primarily in the United States. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos, specialty food stores, grocers and warehouse clubs.

The COVID-19 Pandemic

The Company’s customers continued to be adversely impacted by the COVID-19 pandemic (the “Pandemic”) during the quarter ended March 26, 2021 which is the primary driver of a $104,975 decline in the Company’s organic sales compared to the prior year quarter. The Pandemic’s impact on the Company’s net sales was the most significant at the inception of the Pandemic in the United States and Canada during the second quarter of 2020. The future impact of the Pandemic on our business, operations and liquidity is difficult to predict at this time and is highly dependent on future developments including new information that may emerge on the severity of the disease, the extent of the outbreak, federal, state and local government responses, trends in infection rates, development of effective medical treatments for the disease, and future consumer spending behavior, among others.

Consolidation

The consolidated financial statements include all the accounts of the Company and its direct and indirect wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Unaudited Interim Financial Statements

The accompanying unaudited consolidated financial statements and the related interim information contained within the notes to such unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 25, 2020 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2021.

The unaudited consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 23, 2021, and in the opinion of management, include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations, the Pandemic and other factors, the results of operations for the thirteen weeks ended weeks ended March 26, 2021 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates.



8


Guidance Adopted in Fiscal 2021

Simplifying the Accounting for Income Taxes: In December 2019, the Financial Accounting Standards Board (the “FASB”) issued guidance that eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period and other simplifications and clarifications. As a result of the new guidance, the Company may recognize additional income tax benefits during interim periods in which interim losses exceed full year projections due to provisions in the guidance that remove loss limitation rules. This guidance was adopted on December 26, 2020 and adoption had an immaterial impact on the Company’s consolidated financial statements.

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity: In August 2020, the FASB issued guidance that simplifies the accounting models for financial instruments with characteristics of debt and equity. The amendments in the guidance result in fewer instances in which an embedded conversion feature must be accounted for separately from its host contract. This guidance will be effective for fiscal years beginning after December 15, 2021. This guidance was adopted on December 26, 2020 and adoption did not impact the Company’s consolidated financial statements.

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition
 
Revenues from product sales are recognized at the point at which control of each product is transferred to the customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The majority of customer orders are fulfilled within a day and customer payment terms are typically 20 to 60 days from delivery. Shipping and handling activities are costs to fulfill the Company’s performance obligations. These costs are expensed as incurred and presented within selling, general and administrative expenses on the consolidated statements of operations. The Company offers certain sales incentives to customers in the form of rebates or discounts. These sales incentives are accounted as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and records a corresponding reduction in revenue. The Company does not expect a significant reversal in the amount of cumulative revenue recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized.

The following table presents the Company’s net sales disaggregated by principal product category:
Thirteen Weeks Ended
March 26, 2021March 27, 2020
Center-of-the-Plate$139,880 49.9 %$163,820 43.6 %
Dry Goods37,749 13.5 %57,886 15.4 %
Pastry40,978 14.6 %49,261 13.1 %
Cheese and Charcuterie23,125 8.3 %35,073 9.3 %
Produce20,535 7.3 %24,020 6.4 %
Dairy and Eggs2,297 0.8 %22,146 5.9 %
Oils and Vinegars9,567 3.4 %16,159 4.3 %
Kitchen Supplies6,086 2.2 %7,066 2.0 %
Total$280,217 100 %$375,431 100 %

The Company determines its product category classification based on how the Company currently markets its products to its customers. The Company’s definition of its principal product categories may differ from the way in which other companies present similar information.

Food Processing Costs

Food processing costs include but are not limited to direct labor and benefits, applicable overhead and depreciation of equipment and facilities used in food processing activities. Food processing costs included in cost of sales were $5,396 and $5,413 for the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively.



9


Note 3 – Net Loss per Share
 
The following table sets forth the computation of basic and diluted net (loss) income per common share:
 Thirteen Weeks Ended
 March 26, 2021March 27, 2020
Net loss per share:  
Basic$(0.49)$(0.48)
Diluted$(0.49)$(0.48)
Weighted average common shares:  
Basic36,401,748 29,621,433 
Diluted36,401,748 29,621,433 

Reconciliation of net loss per common share:
 Thirteen Weeks Ended
 March 26, 2021March 27, 2020
Numerator:  
Net loss$(17,921)$(14,085)
Denominator:  
Weighted average basic common shares outstanding36,401,748 29,621,433 
Weighted average diluted common shares outstanding36,401,748 29,621,433 
 
Potentially dilutive securities that have been excluded from the calculation of diluted net loss per common share because the effect is anti-dilutive are as follows:
 Thirteen Weeks Ended
 March 26, 2021March 27, 2020
Restricted share awards (“RSAs”)779,968 75,779 
Stock options115,639 39,075 
Convertible notes3,795,570 3,484,788 

Note 4 – Fair Value Measurements
 
Assets and Liabilities Measured at Fair Value
 
The Company’s contingent earn-out liabilities are measured at fair value. These liabilities were estimated using Level 3 inputs. Long-term earn-out liabilities were $1,248 and $2,556 as of March 26, 2021 and December 25, 2020, respectively, and are reflected as other liabilities and deferred credits on the consolidated balance sheets. The remaining short-term earn-out liabilities are reflected as accrued liabilities on the consolidated balance sheets. The fair value of contingent consideration was determined based on a probability-based approach which includes projected results, percentage probability of occurrence and the application of a discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. Changes in the fair value of contingent earn-out liabilities are reflected in other operating (income)expenses, net on the consolidated statements of operations.









10


The following table presents the changes in Level 3 contingent earn-out liabilities:
Fells PointBassianSid WainerOther AcquisitionsTotal
Balance December 27, 2019$4,544 $7,957 $$2,197 $14,698 
Acquisition value2,081 1,383 3,464 
Cash payments(2,250)(1,677)(3,927)
Changes in fair value(4,544)(4,631)(1,570)(734)(11,479)
Balance December 25, 2020$$1,076 $511 $1,169 $2,756 
Changes in fair value(511)(801)(1,308)
Balance March 26, 2021$$1,080 $$368 $1,448 

Fair Value of Financial Instruments

 The following table presents the carrying value and fair value of the Company’s convertible notes. In estimating the fair value of the convertible notes, the Company utilized Level 3 inputs including prevailing market interest rates to estimate the debt portion of the instrument and a Black Scholes valuation model to estimate the fair value of the conversion option. The Black Scholes model utilizes the market price of the Company’s common stock, estimates of the stock’s volatility and the prevailing risk-free interest rate in calculating the fair value estimate.
 March 26, 2021December 25, 2020
Carrying ValueFair ValueCarrying ValueFair Value
Convertible Senior Notes$200,000 $238,661 $150,000 $163,204 
Convertible Unsecured Note$4,000 $4,687 $4,000 $4,290 
 
Note 5 – Inventories
 
Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence totaling $8,755 and $9,013 at March 26, 2021 and December 25, 2020, respectively.

Note 6 – Equipment, Leasehold Improvements and Software
 
Equipment, leasehold improvements and software as of March 26, 2021 and December 25, 2020 consisted of the following:
 Useful LivesMarch 26, 2021December 25, 2020
LandIndefinite$5,020 $5,020 
Buildings20 years15,685 15,685 
Machinery and equipment5 - 10 years25,116 24,900 
Computers, data processing and other equipment3 - 7 years14,328 14,207 
Software3 - 7 years41,273 33,063 
Leasehold improvements1 - 40 years68,855 68,747 
Furniture and fixtures7 years3,418 3,412 
Vehicles5 - 7 years21,926 21,873 
Other7 years88 88 
Construction-in-process 2,435 8,115 
  198,144 195,110 
Less: accumulated depreciation and amortization (84,694)(79,662)
Equipment, leasehold improvements and software, net $113,450 $115,448 

Construction-in-process at March 26, 2021 related primarily to the build-out of the Company’s Los Angeles distribution facility. Construction-in-process at December 25, 2020 related primarily to the implementation of the Company’s Enterprise Resource Planning system. The net book value of equipment financed under finance leases at March 26, 2021 and December 25, 2020 was $15,592 and $14,705, respectively.

11


The components of depreciation and amortization expense were as follows:
 Thirteen Weeks Ended
 March 26, 2021March 27, 2020
Depreciation expense$3,935 $3,568 
Software amortization$1,172 $1,194 
$5,107 $4,762 

Note 7 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill are presented as follows:
Carrying amount as of December 25, 2020$214,864 
Foreign currency translation24 
Carrying amount as of March 26, 2021$214,888 

Other intangible assets consist of customer relationships being amortized over a period ranging from four to twenty years, trademarks being amortized over a period of one to forty years, and non-compete agreements being amortized over a period of two to six years.

Other intangible assets as of March 26, 2021 and December 25, 2020 consisted of the following:
March 26, 2021Gross Carrying AmountAccumulated AmortizationNet Amount
Customer relationships$141,701 $(57,616)$84,085 
Non-compete agreements8,579 (7,818)761 
Trademarks44,539 (21,166)23,373 
Total$194,819 $(86,600)$108,219 
December 25, 2020
Customer relationships$141,679 $(55,135)$86,544 
Non-compete agreements8,579 (7,752)827 
Trademarks44,520 (20,174)24,346 
Total$194,778 $(83,061)$111,717 

Amortization expense for other intangibles was $3,539 and $3,298 for the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively. Estimated amortization expense for other intangible assets for the remainder of the fiscal year ending December 24, 2021 and each of the next four fiscal years and thereafter is as follows:
2021$9,254 
202211,555 
202310,525 
20249,921 
20259,488 
Thereafter57,476 
Total$108,219 

12


Note 8 – Debt Obligations
 
Debt obligations as of March 26, 2021 and December 25, 2020 consisted of the following:
March 26, 2021December 25, 2020
Senior secured term loans$169,959 $201,553 
Convertible senior notes200,000 150,000 
Asset-based loan facility20,000 40,000 
Finance lease and other financing obligations16,434 15,798 
Convertible unsecured note4,000 4,000 
Deferred finance fees and original issue premium (discount)(7,861)(7,172)
Total debt obligations402,532 404,179 
Less: current installments(6,043)(6,095)
Total debt obligations excluding current installments$396,489 $398,084 

On March 1, 2021, the Company issued $50,000 aggregate principal amount of 1.875% Convertible Senior Notes at a premium which were offered as an additional issuance and under the same terms of the Company’s $150,000 Convertible Senior Notes due 2024 initially issued on November 22, 2019. Net proceeds were used to repay all outstanding borrowings under the Company's 2022 tranche of senior secured term loans of $31,166 and repay a portion of borrowings outstanding under the Company’s asset-based loan facility (“ABL Facility”). The Company incurred transaction costs of approximately $1,350 which were capitalized as deferred financing fees to be amortized over the term of the Convertible Senior Notes due 2024. At March 26, 2021, the effective interest rate charged on the Company’s Convertible Senior Notes was approximately 2.3%.

The net carry value of the Company’s Convertible Senior Notes as of March 26, 2021 and December 25, 2020 was:
March 26, 2021December 25, 2020
Principal amount outstanding$200,000 $150,000 
Unamortized deferred financing fees and premium(3,814)(4,999)
Net carry value$203,814 $154,999 

The components of interest expense on the Company’s Convertible Senior Notes were as follows:
 Thirteen Weeks Ended
 March 26, 2021March 27, 2020
Coupon interest$781 $703 
Amortization of deferred financing fees and premium$241 $250 
Total interest$1,022 $953 

The Company’s senior secured term loan credit agreement requires the Company to maintain at least $35,000 of liquidity as of the last day of any fiscal quarter where EBITDA, as defined in the Credit Agreement, is less than $10,000. The Company had minimum liquidity, as defined in the Credit Agreement, of $240,561 as of March 26, 2021.

As of March 26, 2021, the Company was in compliance with all debt covenants and the Company had reserved $20,141 of the ABL Facility for the issuance of letters of credit. As of March 26, 2021, funds totaling $53,817 were available for borrowing under the ABL Facility. At March 26, 2021, the interest rate charged on the Company’s senior secured term loan was approximately 5.6% and the interest rate charged on the Company’s ABL Facility was approximately 1.9%.

13


Note 9 – Stockholders’ Equity

Equity Awards

The following table reflects the activity of RSAs during the thirteen weeks ended March 26, 2021:
Time-basedPerformance-basedMarket-based
SharesWeighted Average
Grant Date Fair Value
SharesWeighted Average
Grant Date Fair Value
SharesWeighted Average
Grant Date Fair Value
Unvested at December 25, 2020901,318 $16.14 $26,952 $30.16 
Granted276,891 31.85 199,231 32.00 199,241 32.00 
Vested(479,790)11.45 
Forfeited(1,933)18.51 
Unvested at March 26, 2021696,486 $25.59 199,231 $32.00 226,193 $31.78 

The Company granted 675,363 RSAs to its employees and directors at a weighted average grant date fair value of $31.94 during the thirteen weeks ended March 26, 2021. These awards are a mix of time-, market- and performance-based grants that generally vest over a range of periods up to five years. The Company recognized expense totaling $2,458 and $851 on its RSAs during the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively.

At March 26, 2021, the total unrecognized compensation cost for unvested RSAs was $26,806 and the weighted-average remaining period was approximately 2.6 years. Of this total, $15,899 related to RSAs with time-based vesting provisions and $10,907 related to RSAs with performance-based vesting provisions. At March 26, 2021, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.4 years and 2.9 years, respectively.

NaN share-based compensation expense related to the Company’s RSAs or stock options has been capitalized. As of March 26, 2021, there were 889,294 shares available for grant under the 2019 Omnibus Equity Incentive Plan.

Note 10 – Related Parties
 
The Chefs’ Warehouse Mid-Atlantic, LLC, a subsidiary of the Company, leases a distribution facility that is 100% owned by entities controlled by Christopher Pappas, the Company’s chairman, president and chief executive officer, and John Pappas, the Company’s vice chairman and one of its directors, and are deemed to be affiliates of these individuals. Expense related to this facility totaled $123 and $118 during the thirteen weeks ended March 26, 2021 and March 27, 2020, respectively.

Note 11 – Supplemental Disclosures of Cash Flow Information
Thirteen Weeks Ended
March 26, 2021March 27, 2020
Supplemental cash flow disclosures:
Cash paid for income taxes, net of cash received$(237)$334 
Cash paid for interest, net of cash received$2,929 $2,883 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,369 $6,700 
Operating cash flows from finance leases$145 $111 
ROU assets obtained in exchange for lease liabilities:
Operating leases$14 $4,989 
Finance leases$162 $13,208 
Other non-cash investing and financing activities:
Contingent earn-out liabilities for acquisitions$$3,464 

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Note 12 – Subsequent Events

On April 23, 2021, the Company entered into an asset purchase agreement to acquire substantially all of the assets of a specialty center-of-plate producer and distributor in New England. The purchase price was approximately $6,000 paid in cash at closing and is subject to a customary working capital true-up. The Company is required to pay additional contingent consideration, if earned, of up to $4,000 over a two-year period upon successful attainment of certain performance targets.
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ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided as a supplement to the accompanying 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 filed with the Securities and Exchange Commission (“SEC”) on February 23, 2021. Unless otherwise indicated, the terms “Company”, “Chefs’ Warehouse”, “we”, “us” and “our” refer to The Chefs’ Warehouse, Inc. and its subsidiaries.

Business Overview

We are a premier distributor of specialty foods in nine of the leading culinary markets in the United States. We offer more than 50,000 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 34,000 customer locations, primarily located in our sixteen geographic markets across the United States and Canada, and the majority of our customers are independent restaurants and fine dining establishments. As a result of our acquisition of Allen Brothers, Inc. (“Allen Brothers”) and our “Shop Like a Chef” online platform, we also sell certain of our products directly to consumers.

Effect of the COVID-19 Pandemic on our Business and Operations

Our customers continued to be adversely impacted by the COVID-19 pandemic (the “Pandemic”) during the quarter ended March 26, 2021 which the primary driver of a $105.0 million decline in our organic sales compared to the prior year quarter. The Pandemic’s impact on our net sales was the most significant at the inception of the Pandemic in the United States and Canada during the second quarter of 2020. The future impact of the Pandemic on our business, operations and liquidity is difficult to predict at this time and is highly dependent on future developments including new information that may emerge on the severity of the disease, the extent of the outbreak, federal, state and local government responses, trends in infection rates, development of effective medical treatments for the disease, and future consumer spending behavior, among others.

We closed the quarter with total cash and cash equivalents of $175.0 million, and approximately $53.8 million of remaining availability under our asset-based loan facility as of March 26, 2021.

The future impact of the Pandemic on our business, operations and liquidity is difficult to predict at this time and is highly dependent on future developments including new information that may emerge on the severity of the disease, the extent of outbreaks, federal, state and local government responses, trends in infection rates, development of effective medical treatments for the disease, the pace of vaccination programs and future consumer spending behavior, among others.

RESULTS OF OPERATIONS
Thirteen Weeks Ended
March 26, 2021March 27, 2020
Net sales$280,217 $375,431 
Cost of sales221,270 289,943 
Gross profit58,947 85,488 
Selling, general and administrative expenses80,245 108,882 
Other operating (income) expenses, net(1,170)(6,336)
Operating loss(20,128)(17,058)
Interest expense4,763 5,124 
Loss before income taxes(24,891)(22,182)
Provision for income tax benefit(6,970)(8,097)
Net loss$(17,921)$(14,085)

Management evaluates the results of operations and cash flows using a variety of key performance indicators, including net sales compared to prior periods and internal forecasts, costs of our products and results of our cost-control initiatives, and use of operating cash. These indicators are discussed throughout the “Results of Operations” and “Liquidity and Capital Resources” sections of this MD&A.
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Thirteen Weeks Ended March 26, 2021 Compared to Thirteen Weeks Ended March 27, 2020

Net Sales
20212020$ Change% Change
Net sales$280,217 $375,431 $(95,214)(25.4)%

Sales growth from acquisitions contributed $9.8 million, or 2.6%, to sales growth. Organic sales declined $105.0 million, or 28.0%, versus the prior year period primarily due to impacts of the Pandemic. Organic case count declined approximately 39.4% in our specialty category. In addition, specialty unique customers and placements declined 22.3% and 34.1%, respectively, compared to the prior year period. Pounds sold in our center-of-the-plate category decreased 27.6% compared to the prior year. Estimated inflation was 6.4% in our specialty category and 6.1% in our center-of-the-plate category compared to the prior year period.

Gross Profit
20212020$ Change% Change
Gross profit58,947 85,488 (26,541)(31.0)%
Gross profit margin21.0 %22.8 %

Gross profit declined primarily as a result of reduced sales due to the impacts of the Pandemic. Gross profit margin decreased approximately 173 basis points. Gross profit margins decreased 24 basis points in the Company’s specialty category predominately due to cost inflation and unfavorable sales mix. Gross profit margins decreased 253 basis points in the Company’s center-of-the-plate category due to cost inflation and unfavorable sales mix.

Selling, General and Administrative Expenses
20212020$ Change% Change
Selling, general and administrative expenses80,245 108,882 (28,637)(26.3)%
Percentage of net sales28.6 %29.0 %

The decrease in selling, general and administrative expenses was primarily due to lower costs associated with compensation and benefits and lower general and administrative related costs in the quarter. The prior year quarter includes a non-recurring estimated non-cash charge of approximately $15.8 million related to incremental bad debt expense at the onset of the Pandemic. Our ratio of selling, general and administrative expenses to net sales was relatively unchanged.

Other Operating (Income) Expense, Net
20212020$ Change% Change
Other operating (income) expense, net(1,170)(6,336)5,166 (81.5)%

The decrease in other operating income was primarily due to non-cash credits of $1.3 million for changes in the fair value of our contingent earn-out liabilities compared to non-cash credits of $6.8 million in the prior year period.

Interest Expense
20212020$ Change% Change
Interest expense4,763 5,124 (361)(7.0)%

Interest expense decreased slightly as result of lower average long-term debt balances in the first quarter of fiscal 2021, primarily the result of the reduction of principal outstanding on our senior secured term loan and asset-based loan facility, partially offset by the issuance of an additional $50.0 million of convertible senior notes.



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Provision for Income Taxes
20212020$ Change% Change
Provision for income tax benefit(6,970)(8,097)1,127 (13.9)%
Effective tax rate28.0 %36.5 %

The higher effective tax rate in fiscal 2020 is primarily related to our net loss forecast for fiscal 2020 which allowed us to claim tax refunds against taxes paid in fiscal 2015 and 2017, both of which were at statutory tax rates of 35%.

LIQUIDITY AND CAPITAL RESOURCES

We finance our day-to-day operations and growth primarily with cash flows from operations, borrowings under our senior secured credit facilities and other indebtedness, operating leases, trade payables and equity financing.

Indebtedness

The following table presents selected financial information on our indebtedness (in thousands):
March 26, 2021December 25, 2020
Senior secured term loan$169,959 $201,553 
Total convertible debt204,000 154,000 
Borrowings outstanding on asset-based loan facility20,000 40,000 
Finance leases and other financing obligations16,434 15,798 
Total$410,393 $411,351 

As of March 26, 2021, we have various floating- and fixed-rate debt instruments with varying maturities for an aggregate principal amount of $394.0 million.

On March 1, 2021, the we issued $50.0 million aggregate principal amount of 1.875% Convertible Senior Notes at a premium which were offered as an additional issuance of our $150.0 million Convertible Senior Notes due 2024 issued on November 22, 2019. Net proceeds were used to repay all outstanding borrowings under the our 2022 tranche of senior secured term loans of $31.2 million and repay a portion of borrowings outstanding under our asset-based loan facility. We incurred transaction costs of approximately $1.4 million which were capitalized as deferred financing fees to be amortized over the term of the underlying debt.

Liquidity

The following table presents selected financial information on liquidity (in thousands):
March 26, 2021December 25, 2020
Cash and cash equivalents$175,000 $193,281 
Working capital, excluding cash and cash equivalents
94,070 94,279 
Availability under asset-based loan facility53,817 50,282 
Total$322,887 $337,842 

We are not providing guidance on our capital expenditures for fiscal 2021 due to the continued uncertainty with regards to the pace of the economic recovery and the duration of the Pandemic related restrictions on our customers. 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 12 months.






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Cash Flows

The following table presents selected financial information on cash flows (in thousands):
Thirteen Weeks Ended
March 26, 2021March 27, 2020
Net loss$(17,921)$(14,085)
Non-cash charges$5,298 $19,678 
Changes in working capital$960 $16,392 
Cash (used in) provided by operating activities$(11,663)$21,985 
Cash used in investing activities$(2,896)$(66,543)
Cash (used in) provided by financing activities$(3,726)$97,975 

Net cash used in operations was $11.7 million for the thirteen weeks ended March 26, 2021 consisting of a net loss of $17.9 million offset by $5.3 million of non-cash charges and cash generated from working capital of $1.0 million. Non-cash charges decreased $14.4 million primarily due to a $15.8 million charge incurred in the prior year quarter related to incremental bad debt expense due to the onset of the Pandemic. The cash generated from working capital decrease of $15.4 million is primarily driven by the impacts of reduced demand due to the Pandemic.

Net cash used in investing activities was $2.9 million for the thirteen weeks ended March 26, 2021, driven by capital expenditures which included implementations of our Enterprise Resource Planning system and the build-out of our Los Angeles distribution facility.

Net cash used in financing activities was $3.7 million for the thirteen weeks ended March 26, 2021, driven by $32.8 million of payments made on senior term loans and finance lease obligations and a $20.0 million payment on our asset-based loan facility, partially offset by $51.8 million of proceeds from the issuance of additional convertible senior notes.

Seasonality

Excluding our direct-to-consumer business, we generally do not experience any material seasonality. However, our sales and operating results may vary from quarter to quarter due to factors such as changes in our operating expenses, management’s ability to execute our operating and growth strategies, personnel changes, demand for our products, supply shortages, weather patterns and general economic conditions.

Our direct-to-consumer business is subject to seasonal fluctuations, with direct-to-consumer center-of-the-plate protein sales typically higher during the holiday season in our fourth quarter; accordingly, a disproportionate amount of operating cash flows from this portion of our business is generated by our direct-to-consumer business in the fourth quarter of our fiscal year. Despite a significant portion of these sales occurring in the fourth quarter, there are operating expenses, principally advertising and promotional expenses, throughout the year.

The Pandemic has had a material impact on our business and operations and those of our customers. Our net sales were most significantly impacted during the second quarter of fiscal 2020 when, in an effort to limit the spread of the virus, federal, state and local governments began implementing various restrictions that resulted in the closure of non-essential businesses in many of the markets we serve, which forced our customers in those markets to either transition their establishments to take-out service, delivery service or temporarily cease operations.

Inflation

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including food and other raw materials, labor, energy and other supplies and services. Substantial increases in costs and expenses could impact our operating results to the extent that such increases cannot be passed along to our customers. The impact of inflation and deflation on food, labor, energy and occupancy costs can significantly affect the profitability of our operations.

Off-Balance Sheet Arrangements

As of March 26, 2021, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
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Critical Accounting Policies and Estimates

The preparation of the Company’s consolidated financial statements requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The SEC has defined critical accounting policies as those that are both most important to the portrayal of the Company’s financial condition and results and require its most difficult, complex or subjective judgments or estimates. Based on this definition, we believe our critical accounting policies include the following: (i) determining our allowance for doubtful accounts, (ii) inventory valuation, with regard to determining inventory balance adjustments for excess and obsolete inventory, (iii) business combinations, (iv) valuing goodwill and intangible assets, (v) self-insurance reserves, (vi) accounting for income taxes and (vii) contingent earn-out liabilities. Our critical accounting policies and estimates are described in the Form 10-K filed with the SEC on February 23, 2021.

ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of March 26, 2021, we had an aggregate $190.0 million of indebtedness outstanding under the Term Loan and ABL Facility that bore interest at variable rates. A 100 basis point increase in market interest rates would decrease our after tax earnings by approximately $1.4 million per annum, holding other variables constant.

ITEM 4.         CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 26, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 26, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS

We are involved in legal proceedings, claims and litigation arising out of the ordinary conduct of our business. Although we cannot assure the outcome, management presently believes that the result of such legal proceedings, either individually or in the aggregate, will not have a material adverse effect on our consolidated financial statements, and no material amounts have been accrued in our consolidated financial statements with respect to these matters.

ITEM 1A.         RISK FACTORS

Except as stated below, there have been no material changes to our risk factors as previously disclosed in Part I, Item 1A. included in our Annual Report on Form 10-K for the year ended December 25, 2020 filed with the SEC on February 23, 2021. In addition to the information contained herein, you should consider the risk factors disclosed in our Annual Report on Form 10-K.
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ITEM 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Total Number
of Shares
Repurchased(1)
Average
Price
Paid Per Share
Total
Number of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs
Maximum
Number (or
Approximate
Dollar Value) of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
December 26, 2020 to January 22, 2021— $— — — 
January 23, 2021 to February 19, 2021— — — — 
February 20, 2021 to March 26, 202138,503 29.51 — — 
Total38,503 $29.51 — — 

(1)During the thirteen weeks ended March 26, 2021, we withheld 38,503 shares of our common stock to satisfy tax withholding requirements related to restricted shares of our common stock awarded to our officers and key employees resulting from either elections under 83(b) of the Internal Revenue Code of 1986, as amended, or upon vesting of such awards.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.         MINE SAFETY DISCLOSURES

None.

ITEM 5.         OTHER INFORMATION

None.

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ITEM 6.         EXHIBITS
Exhibit No. Description
 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
  
101.SCH XBRL Taxonomy Extension Schema Document
  
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
  
101.LAB XBRL Taxonomy Extension Label Linkbase Document
  
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 28, 2021.
 THE CHEFS’ WAREHOUSE, INC.
 (Registrant)
  
Date: April 28, 2021  /s/ James Leddy
James Leddy
 Chief Financial Officer
 (Principal Financial Officer)
 
Date: April 28, 2021  /s/ Timothy McCauley
Timothy McCauley
 Chief Accounting Officer
 (Principal Accounting Officer)

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