Washington, D.C. 20549
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:
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).
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. ☐
In a press release dated February 11, 2026 (the “Press
Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen
and fifty-two weeks ended December 26, 2025. The full text of the Press Release is furnished herewith as Exhibit 99.1 to this report.
The information contained in Item 2.02 of this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
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.
Exhibit 99.1
The Chefs’ Warehouse Reports Fourth
Quarter 2025 Financial Results
Ridgefield, CT, February 11, 2026 - 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 reported financial results for its fourth quarter ended December 26, 2025.
Financial highlights for the fourth quarter
of 2025:
| • | Net sales increased 10.5% to $1.14 billion for the fourth quarter of 2025 from $1.03 billion for the fourth
quarter of 2024. |
| • | GAAP net income was $21.7 million, or $0.50 per diluted share, for the fourth quarter of 2025 compared
to $23.9 million, or $0.55 per diluted share, in the fourth quarter of 2024. |
| • | Adjusted net income per share1 was $0.68 for the fourth quarter of 2025 compared to $0.55 for
the fourth quarter of 2024. |
| • | Adjusted EBITDA1 was $80.3 million for the fourth quarter of 2025 compared to $68.2 million
for the fourth quarter of 2024. |
“Business activity and demand remained consistently strong through
the fourth quarter amidst a healthy environment for our core upscale-casual to higher-end dining customer base. Our teams, across domestic
and international markets, provided excellent product and service amidst a busy holiday season,” said Christopher Pappas, Chairman
and Chief Executive of the Company. “During the quarter, we continued growing market share, closing the year with strong year-over-year
organic volume growth, unique item placements and new customer acquisition. I would like to thank the entire Chefs’ Warehouse team
for their dedication and commitment in delivering a strong 2025 for our team members, our customers and supplier partners, and our shareholders.”
Fourth Quarter Fiscal 2025 Results
Net sales for the fourth quarter of 2025 increased 10.5% to $1.14 billion
from $1.03 billion in the fourth quarter of 2024. Organic sales increased $99.9 million, or 9.7% versus the prior year quarter. Sales
growth of $9.1 million, or 0.8%, resulted from acquisitions. Organic case count increased approximately 3.3% in the Company’s specialty
category for the fourth quarter of 2025 with unique customer and placement increases of 1.2% and 4.2% respectively, compared to the fourth
quarter of 2024. Organic pounds sold in the Company’s center-of-the-plate category decreased approximately 2.4% for the fourth quarter
of 2025 compared to the prior year quarter, primarily due to our exit of a non-core commodity poultry program in fiscal 2025.
Gross profit increased 10.2% to $276.6 million
for the fourth quarter of 2025 from $251.0 million for the fourth quarter of 2024. The increase in gross profit dollars was primarily
a result of increased sales volumes, price inflation and acquisitions. Gross profit margins decreased approximately 8 basis points to
24.2%. Gross profit margins increased 45 basis points in the Company’s specialty category and decreased 50 basis points in the center-of-the-plate
category.
Selling, general and administrative expenses increased
by approximately 8.9% to $225.2 million for the fourth quarter of 2025 from $206.8 million for the fourth quarter of 2024. The increase
was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation driven by facility
and fleet investments and higher self-insurance costs. As a percentage of net sales, selling, general and administrative expenses were
19.7% in the fourth quarter of 2025 compared to 20.0% in the fourth quarter of 2024.
1Earnings
before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, adjusted
net income and adjusted net income per share are non-GAAP measures. Please see the schedules accompanying this earnings release for a
reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share to these measures’ most directly
comparable GAAP measure.
Other operating expenses (income), net was expense
of $8.2 million for the fourth quarter of 2025 compared to income of $2.3 million for the fourth quarter of 2024. The fourth quarter of
2025 reflected an impairment charge on a non-core customer relationship intangible asset of $8.0 million. The fourth quarter of 2024 included
non-cash credits of $2.6 million for changes in the fair value of our contingent liabilities.
Operating income for the fourth quarter of 2025
was $43.2 million compared to $46.5 million for the fourth quarter of 2024. The decrease in operating income was driven primarily by the
$10.5 million increase in other operating expenses, net as discussed above. As a percentage of net sales, operating income was 3.8% in
the fourth quarter of 2025 as compared to 4.5% in the fourth quarter of 2024.
Net income for the fourth quarter of 2025 was
$21.7 million, or $0.50 per diluted share, compared to $23.9 million, or $0.55 per diluted share, for the fourth quarter of 2024.
Adjusted EBITDA1 was $80.3 million
for the fourth quarter of 2025 compared to $68.2 million for the fourth quarter of 2024. For the fourth quarter of 2025, adjusted net
income1 was $29.9 million, or $0.68 per diluted share compared to adjusted net income of $23.9 million, or $0.55 per diluted
share for the fourth quarter of 2024.
2026 Guidance
We are providing our fiscal 2026 full year financial guidance as follows:
| • | Net sales in the range of $4.35 billion to $4.45 billion, |
| • | Gross profit to be between $1.053 billion and $1.076 billion and |
| • | Adjusted EBITDA1 to be between $276 million and $286 million. |
Fourth Quarter 2025 Earnings Conference Call
The Company will host a conference call to discuss
fourth quarter 2025 financial results today at 8:30 a.m. ET. Hosting the call will be Chris Pappas, chairman and chief executive officer,
and Jim Leddy, chief financial officer. The conference call will be webcast live from the Company’s investor relations website at
http://investors.chefswarehouse.com. An online archive of the webcast will be available on the Company’s investor relations website.
Non-GAAP Financial Measures
We present EBITDA, adjusted EBITDA, adjusted net
income and adjusted net income per share, as well as forecasted EBITDA and adjusted EBITDA ranges, 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 operations and our forecasted results and which we believe, when considered with both our GAAP results and the
reconciliation to net income and net income available to common shareholders, provide a more complete understanding of our business than
could be obtained absent this disclosure. We use EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share 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.
1EBITDA, Adjusted EBITDA,
adjusted net income and adjusted net income per share are non-GAAP measures. Please see the schedules accompanying this earnings release
for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted net income per share to these measures’ most
directly comparable GAAP measure.
The use of EBITDA, adjusted EBITDA, adjusted net
income and adjusted net income per share 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 schedules accompanying this earnings
release for a reconciliation of EBITDA, adjusted EBITDA, adjusted net income and adjusted net income per share 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; changes in our credit profile and
any effect they may have on our relationships with suppliers; the effects of rising costs for and/or decreases in supply of commodities,
ingredients, packaging, other raw materials, distribution and labor; price reductions by our manufacturers of products that we sell which
could cause the value of our inventory to decline or our customers to demand lower sales prices; fuel cost volatility and its impact on
distribution, packaging and energy costs; our continued ability to promote our brand successfully, to anticipate and respond to new 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; 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; dependence on independent certifications for 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 and
credit 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;
unanticipated expenses, including, without limitation, litigation or legal settlement expenses, adverse judgments, or impairment charges;
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; economic and other developments, or events, including
adverse weather conditions, in the culinary markets in which we operate; information technology system failures, cybersecurity incidents,
or other disruptions to our use of technology and networks; our ability to realize the benefits we anticipate from investments in information
technology;
our ability to protect our intellectual property;
significant governmental regulation and any potential failure to comply with such regulations; changing rules, public disclosure regulations
and stakeholder expectations on ESG-related matters; federal, state, provincial and local tax rules in the United States and the foreign
countries in which we operate, including tax reform and legislation; climate change, or the legal, regulatory or market measures being
implemented to address climate change; the concentration of ownership among our existing executive officers, directors and their affiliates
which may prevent new investors from influencing significant corporate decisions; 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; 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 25, 2025 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 90,000 products to more than 55,000 customer locations throughout the United
States, the Middle East and Canada.
Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415
THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands except share
amounts and per share data)
| |
Thirteen Weeks Ended |
|
Fifty-Two Weeks Ended |
| |
December 26, 2025 |
|
December 27, 2024 |
|
December 26, 2025 |
|
December 27, 2024 |
| Net sales |
$ 1,142,564 |
|
$ 1,033,568 |
|
$ 4,149,537 |
|
$ 3,794,212 |
| Cost of sales |
865,999 |
|
782,607 |
|
3,145,447 |
|
2,880,065 |
| Gross profit |
276,565 |
|
250,961 |
|
1,004,090 |
|
914,147 |
| |
|
|
|
|
|
|
|
| Selling, general and administrative expenses |
225,151 |
|
206,803 |
|
849,789 |
|
784,852 |
| Other operating expenses (income), net |
8,195 |
|
(2,297) |
|
9,195 |
|
1,088 |
| Operating income |
43,219 |
|
46,455 |
|
145,106 |
|
128,207 |
| |
|
|
|
|
|
|
|
| Interest expense |
10,061 |
|
11,998 |
|
41,564 |
|
48,675 |
| Income before income taxes |
33,158 |
|
34,457 |
|
103,542 |
|
79,532 |
| |
|
|
|
|
|
|
|
| Provision for income tax expense |
11,474 |
|
10,531 |
|
31,181 |
|
24,053 |
| |
|
|
|
|
|
|
|
| Net income |
$ 21,684 |
|
$ 23,926 |
|
$ 72,361 |
|
$ 55,479 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Net income per share: |
|
|
|
|
|
|
|
| Basic |
$ 0.56 |
|
$ 0.63 |
|
$ 1.87 |
|
$ 1.46 |
| Diluted |
$ 0.50 |
|
$ 0.55 |
|
$ 1.68 |
|
$ 1.32 |
| |
|
|
|
|
|
|
|
| Numerator: |
|
|
|
|
|
|
|
| Net income |
$ 21,684 |
|
$ 23,926 |
|
$ 72,361 |
|
$ 55,479 |
| Add effect of dilutive securities: |
|
|
|
|
|
|
|
| Interest on convertible notes, net of tax |
1,192 |
|
1,284 |
|
4,767 |
|
5,234 |
| Net income available to common shareholders |
$ 22,876 |
|
$ 25,210 |
|
$ 77,128 |
|
$ 60,713 |
| Denominator: |
|
|
|
|
|
|
|
| Weighted average basic common shares outstanding |
38,723,944 |
|
38,048,739 |
|
38,719,025 |
|
37,914,060 |
| Dilutive effect of unvested common shares, stock options and warrants |
827,613 |
|
909,257 |
|
787,321 |
|
745,064 |
| Dilutive effect of convertible notes |
6,494,970 |
|
7,136,289 |
|
6,494,970 |
|
7,323,941 |
| Weighted average diluted common shares outstanding |
46,046,527 |
|
46,094,285 |
|
46,001,316 |
|
45,983,065 |
THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands)
| |
December 26, 2025 |
|
December 27, 2024 |
| Cash and cash equivalents |
$ 120,982 |
|
$ 114,655 |
| Accounts receivable, net |
392,374 |
|
366,311 |
| Inventories |
385,722 |
|
316,014 |
| Prepaid expenses and other current assets |
70,811 |
|
71,063 |
| Total current assets |
969,889 |
|
868,043 |
| |
|
|
|
| Property and equipment, net |
342,019 |
|
275,781 |
| Operating lease right-of-use assets |
205,270 |
|
191,423 |
| Goodwill |
362,742 |
|
356,298 |
| Intangible assets, net |
137,310 |
|
160,383 |
| Other assets |
10,777 |
|
6,763 |
| Total assets |
$ 2,028,007 |
|
$ 1,858,691 |
| |
|
|
|
| Accounts payable |
$ 275,622 |
|
$ 266,775 |
| Accrued liabilities |
78,458 |
|
68,538 |
| Short-term operating lease liabilities |
24,832 |
|
21,965 |
| Accrued compensation |
66,350 |
|
50,078 |
| Current portion of long-term debt |
28,197 |
|
18,040 |
| Total current liabilities |
473,459 |
|
425,396 |
| |
|
|
|
| Long-term debt, net of current portion |
720,333 |
|
688,744 |
| Operating lease liabilities |
201,542 |
|
187,079 |
| Deferred taxes, net |
22,424 |
|
15,891 |
| Other liabilities |
5,940 |
|
3,935 |
| Total liabilities |
1,423,698 |
|
1,321,045 |
| |
|
|
|
| Common stock |
407 |
|
402 |
| Additional paid in capital |
405,020 |
|
399,111 |
| Accumulated other comprehensive loss |
(2,763) |
|
(3,807) |
| Retained earnings |
201,645 |
|
141,940 |
| Stockholders’ equity |
604,309 |
|
537,646 |
| |
|
|
|
| Total liabilities and stockholders’ equity |
$ 2,028,007 |
|
$ 1,858,691 |
THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in thousands)
| |
Fifty-Two Weeks Ended |
| |
December 26, 2025 |
|
December 27, 2024 |
| Cash flows from operating activities: |
|
|
|
| Net income |
$ 72,361 |
|
$ 55,479 |
| |
|
|
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
| Depreciation and amortization of property and equipment |
53,652 |
|
40,562 |
| Amortization of intangible assets |
24,478 |
|
24,372 |
| Provision for allowance for credit losses |
12,118 |
|
11,982 |
| Deferred income tax provision |
6,533 |
|
1,464 |
| Stock compensation |
21,242 |
|
17,778 |
| Change in fair value of contingent earn-out liabilities |
— |
|
(3,266) |
| Intangible asset impairment |
8,023 |
|
— |
| Non-cash interest and other operating activities |
6,449 |
|
6,144 |
| Changes in assets and liabilities, net of acquisitions: |
|
|
|
| Accounts receivable |
(35,853) |
|
(44,812) |
| Inventories |
(67,114) |
|
(32,205) |
| Prepaid expenses and other current assets |
404 |
|
(6,036) |
| Accounts payable, accrued liabilities and accrued compensation |
31,367 |
|
87,312 |
| Other assets and liabilities |
(4,441) |
|
(5,713) |
| Net cash provided by operating activities |
129,219 |
|
153,061 |
| |
|
|
|
| Cash flows from investing activities: |
|
|
|
| Capital expenditures |
(41,426) |
|
(49,506) |
| Cash paid for acquisitions, net of cash acquired |
(4,583) |
|
(315) |
| Cash paid for contingent earn-out liabilities |
(750) |
|
— |
| Net cash used in investing activities |
(46,759) |
|
(49,821) |
| |
|
|
|
| Cash flows from financing activities: |
|
|
|
| Payment of debt and other financing obligations |
(13,000) |
|
(22,995) |
| Payment of finance leases |
(15,566) |
|
(7,057) |
| Common stock repurchases |
(15,004) |
|
(17,393) |
| Payment of deferred financing fees |
(658) |
|
— |
| Proceeds from exercise of stock options |
— |
|
175 |
| Surrender of shares to pay withholding taxes |
(11,994) |
|
(7,412) |
| Cash paid for contingent earn-out liabilities |
— |
|
(3,800) |
| Borrowings under asset-based loan and revolving credit facilities |
— |
|
46,430 |
| Payments under asset-based loan facility |
(20,000) |
|
(26,430) |
| Net cash used in financing activities |
(76,222) |
|
(38,482) |
| |
|
|
|
| Effect of foreign currency translation on cash and cash equivalents |
89 |
|
19 |
| |
|
|
|
| Net change in cash and cash equivalents |
6,327 |
|
64,777 |
| Cash and cash equivalents at beginning of period |
114,655 |
|
49,878 |
| Cash and cash equivalents at end of period |
$ 120,982 |
|
$ 114,655 |
THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO EBITDA AND
ADJUSTED EBITDA
(unaudited; in thousands)
| |
Thirteen Weeks Ended |
|
Fifty-Two Weeks Ended |
| |
December 26, 2025 |
|
December 27, 2024 |
|
December 26, 2025 |
|
December 27, 2024 |
| Net income |
$ 21,684 |
|
$ 23,926 |
|
$ 72,361 |
|
$ 55,479 |
| Interest expense |
10,061 |
|
11,998 |
|
41,564 |
|
48,675 |
| Depreciation and amortization of property and equipment |
14,607 |
|
11,201 |
|
53,652 |
|
40,562 |
| Amortization of intangible assets |
6,291 |
|
6,156 |
|
24,478 |
|
24,372 |
| Provision for income tax expense |
11,474 |
|
10,531 |
|
31,181 |
|
24,053 |
| EBITDA (1) |
64,117 |
|
63,812 |
|
223,236 |
|
193,141 |
| |
|
|
|
|
|
|
|
| Adjustments: |
|
|
|
|
|
|
|
| Stock compensation (2) |
6,691 |
|
4,601 |
|
21,242 |
|
17,778 |
| Other operating expenses (income), net (3) |
8,195 |
|
(2,297) |
|
9,195 |
|
1,088 |
| Duplicate rent (4) |
1,185 |
|
862 |
|
4,060 |
|
4,157 |
| Moving expenses (5) |
96 |
|
1,232 |
|
534 |
|
2,843 |
| |
|
|
|
|
|
|
|
| Adjusted EBITDA (1) |
$ 80,284 |
|
$ 68,210 |
|
$ 258,267 |
|
$ 219,007 |
| 1. | See the “Non-GAAP Financial Measures” section of the press release. |
| 2. | 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. |
| 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 rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to
use those facilities. |
| 5. | Represents moving expenses for the consolidation and expansion of several of our distribution facilities. |
THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED NET
INCOME AND
ADJUSTED NET INCOME PER SHARE
(unaudited; in thousands except share
amounts and per share data)
| |
Thirteen Weeks Ended |
|
Fifty-Two Weeks Ended |
| |
December 26, 2025 |
|
December 27, 2024 |
|
December 26, 2025 |
|
December 27, 2024 |
| Net income |
$ 21,684 |
|
$ 23,926 |
|
$ 72,361 |
|
$ 55,479 |
| Adjustments to reconcile net income to adjusted net income (1): |
|
|
|
|
|
|
|
| Other operating expenses (income), net (2) |
8,195 |
|
(2,297) |
|
9,195 |
|
1,088 |
| Duplicate rent (3) |
1,185 |
|
862 |
|
4,060 |
|
4,157 |
| Moving expenses (4) |
96 |
|
1,232 |
|
534 |
|
2,843 |
| Debt modification and extinguishment expenses (5) |
150 |
|
173 |
|
675 |
|
1,460 |
| Tax effect of adjustments (6) |
(1,361) |
|
9 |
|
(4,221) |
|
(2,864) |
| |
|
|
|
|
|
|
|
| Total adjustments |
8,265 |
|
(21) |
|
10,243 |
|
6,684 |
| |
|
|
|
|
|
|
|
| Adjusted net income (1) |
$ 29,949 |
|
$ 23,905 |
|
$ 82,604 |
|
$ 62,163 |
| |
|
|
|
|
|
|
|
| Diluted adjusted net income per common share (1) |
$ 0.68 |
|
$ 0.55 |
|
$ 1.90 |
|
$ 1.47 |
| |
|
|
|
|
|
|
|
| Numerator: |
|
|
|
|
|
|
|
| Adjusted net income (1) |
$ 29,949 |
|
$ 23,905 |
|
$ 82,604 |
|
$ 62,163 |
| Add effect of dilutive securities: |
|
|
|
|
|
|
|
| Interest on convertible notes, net of tax |
1,192 |
|
1,284 |
|
4,767 |
|
5,234 |
| Adjusted net income available to common shareholders |
$ 31,141 |
|
$ 25,189 |
|
$ 87,371 |
|
$ 67,397 |
| Denominator: |
|
|
|
|
|
|
|
| Weighted average basic common shares outstanding |
38,723,944 |
|
38,048,739 |
|
38,719,025 |
|
37,914,060 |
| Dilutive effect of unvested common shares, stock options and warrants |
827,613 |
|
909,257 |
|
787,321 |
|
745,064 |
| Dilutive effect of convertible notes |
6,494,970 |
|
7,136,289 |
|
6,494,970 |
|
7,323,941 |
| Weighted average diluted common shares outstanding |
46,046,527 |
|
46,094,285 |
|
46,001,316 |
|
45,983,065 |
| 1. | See the “Non-GAAP Financial Measures” section of the press release. |
| 2. | 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. |
| 3. | Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to
use those facilities. |
| 4. | Represents moving expenses for the consolidation and expansion of several of our distribution facilities. |
| 5. | Represents debt modification costs, extinguishment costs and interest expense related to the write-off of certain deferred financing
fees related to our credit agreements. |
| 6. | Represents the adjustments to the tax provision values to reflect a normalized annual effective tax rate on adjusted pretax earnings
of 30.0% for the fourth quarters and year-to-date periods of 2025 and 2024. |
THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE
FOR FISCAL 2026
(unaudited; in thousands)
| |
Low-End Guidance |
|
High-End Guidance |
| Net income: |
$ 88,000 |
|
$ 92,000 |
| Provision for income tax expense |
34,000 |
|
36,000 |
| Depreciation and amortization of property and equipment |
85,000 |
|
87,000 |
| Interest expense |
41,000 |
|
42,000 |
| EBITDA (1) |
248,000 |
|
257,000 |
| |
|
|
|
| Adjustments: |
|
|
|
| Stock compensation (2) |
23,500 |
|
24,000 |
| Duplicate rent (3) |
3,500 |
|
3,500 |
| Other operating expenses (4) |
1,000 |
|
1,500 |
| Adjusted EBITDA (1) |
$ 276,000 |
|
$ 286,000 |
| 1. | See the “Non-GAAP Financial Measures” section of the press release. |
| 2. | 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. |
| 3. | Represents rent and occupancy costs expected to be incurred in connection with our facility consolidations while we are unable to
use those facilities. |
| 4. | 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, moving expenses for the consolidation and expansion of several of our distribution facilities
and certain other costs. |
10
