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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January
13, 2025
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-35249 |
20-3031526 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(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
(Former name or former address, if changed since last
report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 |
CHEF |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the 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. ☐
Item 7.01 Regulation FD Disclosure.
The Chefs’ Warehouse, Inc.
(NASDAQ:CHEF) (the “Company”) today issued a press release announcing its preliminary outlook for fiscal year 2025. A copy
of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Based on current trends in the business, the Company
is providing the following financial guidance for fiscal year 2025:
| · | Net sales to be in the range of $3.94 billion to $4.04 billion; |
| · | Gross profit to be in the range of $951 million to $976 million; and |
| · | Adjusted EBITDA(1) to be in the range of $233 million to $246 million. |
| |
(1) |
Adjusted EBITDA is a non-GAAP measure. Please see the schedule accompanying the press release in Exhibit 99.1 for a reconciliation of Adjusted EBITDA to the measure’s most directly comparable GAAP measure. |
The information contained herein is being furnished
pursuant to Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained
herein.
Forward-Looking Statements
Statements in this report regarding the Company’s
business that are not historical facts are “forward-looking statements” that involve risks and uncertainties and are based
on current expectations and management estimates; actual results may differ materially. The risks and uncertainties which could impact
these statements include, but are not limited to the following: our success depends to a significant extent upon general economic conditions,
including disposable income levels and changes in consumer discretionary spending; the relatively low margins of our business, which are
sensitive to inflationary and deflationary pressures and intense competition; the effects of rising costs, decreases in supply or the
interruption of commodities, ingredients, packaging, other raw materials, distribution and labor; fuel prices and their impact on distribution,
packaging and energy costs; our ability to grow our operations whether through expansion of our operations in existing markets or penetration
of new markets, and our effective management of that growth; our continued ability to promote and protect our brand successfully, to anticipate
and respond to new and existing customer demands, and to develop new products and markets to compete effectively; our ability and the
ability of our supply chain partners to continue to operate distribution centers and other work locations without material disruption,
and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages;
economic and other developments, or events, including adverse weather conditions, in the jurisdictions in which we operate; risks associated
with the expansion of our business; our possible inability to identify new acquisitions or to integrate recent or future acquisitions,
or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions; other
factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product
consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that customers could lose confidence
in the safety and quality of certain food products; new information or attitudes regarding diet and health or adverse opinions about the
health effects of the products we distribute; our ability to maintain independent certifications associated with our products; changes
in disposable income levels and consumer purchasing habits; competitors’ pricing practices and promotional spending levels; fluctuations
in the level of our customers’ inventories, credit, payment of accounts and other related business risks; and the risks associated
with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply with food safety
or other laws and regulations may disrupt our supply of raw materials or certain products or injure our reputation; our ability to recruit
and retain senior management and a highly skilled and diverse workforce; the influence of significant corporate decisions due to the concentration
of ownership among existing officers, directors
and their affiliates; unanticipated expenses, including, without limitation, litigation
or legal settlement expenses and impairment charges; changing rules, public disclosure regulations and stakeholder expectations on ESG-related
matters; climate change, or the legal, regulatory or market measures being implemented to address climate change; the cost and adequacy
of our insurance policies; the impact and effects of public health crises, pandemics and epidemics and the adverse impact thereof on our
business, financial condition, and results of operations; interruption of operations due to information technology system failures, cybersecurity
incidents, or other disruptions to use of technology and networks; the possibility that information technology investments may not produce
anticipated results; significant governmental regulation and any potential failure to comply with such regulations; federal, state, provincial
and local tax rules in the United States and the foreign countries in which we operate, including tax reform and legislation; risks relating
to our substantial indebtedness; our ability to raise additional capital and/or obtain debt or other financing, on commercially reasonable
terms or at all; our ability to meet future cash requirements, including the ability to access financial markets effectively and maintain
sufficient liquidity; the effects of currency movements in the jurisdictions in which we operate as compared to the U.S. dollar; changes
in the method of determining Secured Overnight Financing Rate (“SOFR”), or the replacement of SOFR with an alternative rate;
and the effects of international trade disputes, tariffs, quotas and other import or export restrictions on our international procurement,
sales and operations. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made. A more detailed description of these and other risk factors is contained in the Company’s
most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024
and other reports filed by the Company with the SEC since that date. The Company is not undertaking to update any information until required
by applicable laws. Any projections of future results of operations are based on a number of assumptions, many of which are outside the
Company’s control and should not be construed in any manner as a guarantee that such results will in fact occur. These projections
are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly
announced projections, but it is not obligated to do so.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| THE CHEFS’ WAREHOUSE, INC. |
| |
|
| By: |
/s/Alexandros Aldous |
Name:
Title: |
Alexandros Aldous
General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer |
Date: January 13, 2025
The Chefs’ Warehouse Announces
Preliminary Fiscal Year 2025 Guidance
Company to Host Investor Day on March
13, 2025
Ridgefield, CT, January 13, 2025 - The Chefs’
Warehouse, Inc. (NASDAQ: CHEF) (the “Company” or “Chefs’”), a premier distributor of specialty food products
in the United States, the Middle East, and Canada, today announced its preliminary outlook for fiscal year 2025.
Based on current trends in the business, the Company
is providing the following financial guidance for fiscal year 2025:
| · | Net sales in the range of $3.94
billion and $4.04 billion; |
| · | Gross profit to be between $951
million and $976 million; and |
| · | Adjusted EBITDA, a non-GAAP measure,
to be between $233 million and $246 million. |
The Company’s full year diluted share count
is forecasted to be between 46.3 and 47.0 million shares and assumes no future share repurchases. The Company expects its senior
convertible notes due in 2028 to be dilutive for the full year and accordingly, has included in the forecasted fully diluted share count
approximately 6.5 million shares that could be issued upon conversion of the notes.
Investor Day
The Company plans to host an Investor Day on March
13, 2025, in New York City, which will also be webcast live from the Company’s investor relations website. A replay will be available
shortly after the event.
Non-GAAP Financial Measures
We present forecasted EBITDA and adjusted EBITDA ranges for fiscal
2025, which are not measurements determined in accordance with the U.S. Generally Accepted Accounting Principles (“GAAP”),
because we believe these measures provide additional metrics to evaluate our forecasted results and which we believe, when considered
with both our forecasted GAAP results and the reconciliation to forecasted net income, provide a more complete understanding of our business
than could be obtained absent this disclosure. We use EBITDA and adjusted EBITDA, together with financial measures prepared in accordance
with GAAP, such as revenue and cash flows from operations, to assess our historical and prospective operating performance and to enhance
our understanding of our core operating performance. The use of EBITDA and adjusted EBITDA as performance measures permits a comparative
assessment of our operating performance relative to our GAAP performance while isolating the effects of some items that vary from period
to period without any correlation to core operating performance or that vary widely among similar companies.
Other companies may calculate these non-GAAP financial measures differently,
and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should
only be used as supplemental measures of our operating performance.
Please see the schedule accompanying this release for a reconciliation
of forecasted EBITDA and adjusted EBITDA to these measures’ most directly comparable GAAP measure.
Forward-Looking Statements
Statements in this press release regarding the
Company’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties
and are based on current expectations and management estimates; actual results may differ materially. The risks and uncertainties which
could impact these statements include, but are not limited to the following: our success depends to a significant extent upon general
economic conditions, including disposable income levels and changes in consumer discretionary spending; the relatively low margins of
our business, which are sensitive to inflationary and deflationary pressures and intense competition; the effects of rising costs, decreases
in supply or the interruption of commodities, ingredients, packaging, other raw materials, distribution and labor; fuel prices and their
impact on distribution, packaging and energy costs; our ability to grow our operations whether through expansion of our operations in
existing markets or penetration of new markets, and our effective management of that growth; our continued ability to promote and protect
our brand successfully, to anticipate and respond to new and existing customer demands, and to develop new products and markets to compete
effectively; our ability and the ability of our supply chain partners to continue to operate distribution centers and other work locations
without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply
chain or labor shortages; economic and other developments, or events, including adverse weather conditions, in the jurisdictions in which
we operate; risks associated with the expansion of our business; our possible inability to identify new acquisitions or to integrate recent
or future acquisitions, or our failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future
acquisitions; other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded,
liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that customers
could lose confidence in the safety and quality of certain food products; new information or attitudes regarding diet and health or adverse
opinions about the health effects of the products we distribute; our ability to maintain independent certifications associated with our
products; changes in disposable income levels and consumer purchasing habits; competitors’ pricing practices and promotional spending
levels; fluctuations in the level of our customers’ inventories, credit, payment of accounts and other related business risks; and
the risks associated with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply
with food safety or other laws and regulations may disrupt our supply of raw materials or certain products or injure our reputation; our
ability to recruit and retain senior management and a highly skilled and diverse workforce; the influence of significant corporate decisions
due to the concentration of ownership among existing officers, directors and their affiliates; unanticipated expenses, including, without
limitation, litigation or legal settlement expenses and impairment charges; changing rules, public disclosure regulations and stakeholder
expectations on ESG-related matters; climate change, or the legal, regulatory or market measures being implemented to address climate
change; the cost and adequacy of our insurance policies; the impact and effects of public health crises, pandemics and epidemics and the
adverse impact thereof on our business, financial condition, and results of operations; interruption of operations due to information
technology system failures, cybersecurity incidents, or other disruptions to use of technology and networks; the possibility that information
technology investments may not produce anticipated results; significant governmental regulation and any potential failure to comply with
such regulations; federal, state, provincial and local tax rules in the United States and the foreign countries in which we operate, including
tax reform and legislation;
risks relating to our substantial indebtedness; our ability to raise additional capital and/or obtain debt
or other financing, on commercially reasonable terms or at all; our ability to meet future cash requirements, including the ability to
access financial markets effectively and maintain sufficient liquidity; the effects of currency movements in the jurisdictions in which
we operate as compared to the U.S. dollar; changes in the method of determining Secured Overnight Financing Rate (“SOFR”),
or the replacement of SOFR with an alternative rate; and the effects of international trade disputes, tariffs, quotas and other import
or export restrictions on our international procurement, sales and operations. Any forward-looking statements are made pursuant to the
Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. A more detailed description of these and
other risk factors is contained in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission
(“SEC”) on February 27, 2024 and other reports filed by the Company with the SEC since that date. The Company is not
undertaking to update any information until required by applicable laws. Any projections of future results of operations are based on
a number of assumptions, many of which are outside the Company’s control and should not be construed in any manner as a guarantee
that such results will in fact occur. These projections are subject to change and could differ materially from final reported results.
The Company may from time to time update these publicly announced projections, but it is not obligated to do so.
About The Chefs’ Warehouse
The Chefs’ Warehouse, Inc. (http://www.chefswarehouse.com)
is a premier distributor of specialty food products in the United States, the Middle East and Canada focused on serving the specific needs
of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country
clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. The
Chefs’ Warehouse, Inc. carries and distributes more than 70,000 products to more than 44,000 customer locations throughout the United
States, the Middle East and Canada.
Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415
THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE
FOR FISCAL 2025
| (unaudited - in millions) | |
Low-End | |
High-End |
| Net Income: | |
| 68.0 | | |
| 72.0 | |
| Provision for income tax expense | |
| 29.0 | | |
| 31.0 | |
| Depreciation and amortization | |
| 74.0 | | |
| 76.0 | |
| Interest expense | |
| 42.0 | | |
| 44.0 | |
| EBITDA | |
| 213.0 | | |
| 223.0 | |
| Adjustments: | |
| | | |
| | |
| Stock compensation (1) | |
| 17.5 | | |
| 18.5 | |
| Duplicate rent (2) | |
| 1.5 | | |
| 2.5 | |
| Other operating expenses (3) | |
| 0.5 | | |
| 1.0 | |
| Moving expenses (4) | |
| 0.5 | | |
| 1.0 | |
| Adjusted EBITDA | |
$ | 233.0 | | |
$ | 246.0 | |
| 1. |
Represents non-cash stock compensation
expense associated with awards of restricted shares of our common stock and stock options to our key employees and our independent
directors. |
| |
|
| 2. |
Represents rent and occupancy costs expected to be incurred in connection
with our facility consolidations while we are unable to use those facilities. |
| |
|
| 3. |
Represents non-cash changes in the fair value of contingent earn-out
liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset
impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain
other costs. |
| |
|
| 4. |
Represents moving expenses
for the consolidation and expansion of several of our distribution facilities. |
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