chef-20200729
0001517175false00015171752020-07-292020-07-290001517175us-gaap:CommonClassAMember2020-07-292020-07-290001517175chef:PreferredStockPurchaseRightsMember2020-07-292020-07-29

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): July 29, 2020
 
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-3524920-3031526
(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
Not Applicable
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value 00015171752020-07-292020-07-290001517175us-gaap:CommonClassAMember2020-07-292020-07-290001517175chef:PreferredStockPurchaseRightsMember2020-07-292020-07-29

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): July 29, 2020
 
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-3524920-3031526
(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
Not Applicable
(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 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 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 2.02.
Results of Operations and Financial Condition.
 
In a press release dated July 29, 2020 (the “Press Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen and twenty-six June 26, 2020. 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.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)  Exhibits.
 
Exhibit No. Description
 Press Release of The Chefs’ Warehouse, Inc. dated July 29, 2020.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
 



































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/ James Leddy
 Name:
Title:
James Leddy
Chief Financial Officer
 
Date: July 29, 2020
 

CHEFThe NASDAQ Stock Market LLC
Preferred Stock Purchase RightsCHEFThe 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 2.02.
Results of Operations and Financial Condition.
 
In a press release dated July 29, 2020 (the “Press Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen and twenty-six June 26, 2020. 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.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)  Exhibits.
 
Exhibit No. Description
 Press Release of The Chefs’ Warehouse, Inc. dated July 29, 2020.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
 



































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/ James Leddy
 Name:
Title:
James Leddy
Chief Financial Officer
 
Date: July 29, 2020
 


Document

 
Exhibit 99.1
 
 
The Chefs’ Warehouse Reports Second Quarter 2020 Financial Results
Available liquidity of approximately $241.8 million
Ridgefield, CT, July 29, 2020 - The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company” or “Chefs’”), a premier distributor of specialty food products in the United States and Canada, today reported financial results for its second quarter ended June 26, 2020.

Financial highlights for the second quarter of 2020 compared to the second quarter of 2019:

Net sales decreased 51.3% to $200.5 million for the second quarter of 2020 from $411.4 million for the second quarter of 2019.
GAAP net loss was $20.3 million, or $(0.57) per diluted share, for the second quarter of 2020 compared to net income of $7.7 million, or $0.26 per diluted share, in the second quarter of 2019.
Adjusted EPS1 was $(0.52) for the second quarter of 2020 compared to $0.33 for the second quarter of 2019.
Adjusted EBITDA1 was $(13.7) million for the second quarter of 2020 compared to $26.0 million for the second quarter of 2019.
The Company had approximately $210.0 million of cash on the balance sheet and $31.8 million of availability on its asset-based loan facility as of July 24, 2020.

“The second quarter was one of the most challenging quarters in our company’s history,” said Chris Pappas, Chairman and Chief Executive Officer of the Company. “Our company focus was centered on the safety of our teams and supporting our customer and supplier partners during the gradual transition by restaurants to limited service, take-out and curbside operations. In addition, we continued developing and enhancing our emerging direct-to-consumer “Shop Like a Chef” platform. Despite our largest markets being closed for in-room dining, we saw gradual improvement from April activity averaging approximately 40% of prior-year revenue to June averaging approximately 60% of prior-year revenue. In addition to the impacts of COVID-19, expected openings in certain key markets were further delayed due to the widespread social protest activity across our network. During the quarter, we took a number of important steps to strengthen our balance sheet and right-size our cost structure to ensure Chefs’ will eventually be back on the path to growth and improving profitability that we were on prior to this period of volatility and uncertainty driven by COVID-19.”

Second Quarter Fiscal 2020 Results

Net sales for the quarter ended June 26, 2020 decreased 51.3% to $200.5 million from $411.4 million for the quarter ended June 28, 2019. Organic revenue declined $237.6 million, or 57.8% versus the prior year quarter. Sales growth of $26.7 million, or 6.5%, resulted from acquisitions. Organic case count declined approximately 68.3% in the Company’s specialty category with unique customers and placements declines at 56.3% and 69.1%, respectively, compared to the prior year quarter. Pounds sold in the Company’s center-of-the-plate category decreased approximately 51.3% compared to the prior year quarter. Estimated inflation was 0.2% in the Company’s specialty categories and was 6.7% in the center-of-the-plate categories compared to the prior year quarter.
Gross profit decreased approximately 55.4% to $47.4 million for the second quarter of 2020 from $106.5 million for the second quarter of 2019. Gross profit margin decreased approximately 222 basis points to 23.7% from 25.9%. Gross margins in the Company’s specialty category decreased 641 basis points and
1EBITDA, Adjusted EBITDA, adjusted net income (loss) and adjusted EPS are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income (loss) and adjusted EPS to these measures’ most directly comparable GAAP measure.


gross margins increased 212 basis points in the Company’s center-of-the-plate category compared to the prior year quarter. Total gross profit results include an increase in valuation adjustments of approximately $5.5 million related to estimated inventory losses due to the expected extended impact of COVID-19 on certain markets and customer openings.

Total operating expenses decreased by approximately 19.9% to $72.8 million for the second quarter of 2020 from $90.9 million for the second quarter of 2019. As a percentage of net sales, operating expenses were 36.3% in the second quarter of 2020 compared to 22.1% in the second quarter of 2019. Lower costs associated with compensation and benefits and lower distribution related costs were the primary drivers of the decrease in operating expenses in the quarter.

Operating loss for the second quarter of 2020 was $25.4 million compared to operating income of $15.5 million for the second quarter of 2019. The decrease in operating income was driven primarily by lower gross profit, offset in part by lower operating expenses, as discussed above. As a percentage of net sales, operating loss was 12.6% in the second quarter of 2020 as compared to operating income of 3.8% in the second quarter of 2019.

Total interest expense increased to $5.8 million for the second quarter of 2020 compared to $4.8 million for the second quarter of 2019. The increase was primarily due to $1.2 million in one-time third-party costs incurred during the second quarter of 2020 in connection with the extension of a majority of the Company’s senior secured term loans.

Net loss for the second quarter of 2020 was $20.3 million, or $(0.57) per diluted share, compared to net income of $7.7 million, or $0.26 per diluted share, for the second quarter of 2019.

Adjusted EBITDA1 was $(13.7) million for the second quarter of 2020 compared to $26.0 million for the second quarter of 2019. For the second quarter of 2020, adjusted net loss1 was $18.7 million, or $(0.52) per diluted share compared to adjusted net income of $9.8 million, or $0.33 per diluted share for the second quarter of 2019.

As of July 24, 2020, the Company had approximately $241.8 million of available liquidity comprised of $210.0 million in cash and $31.8 million of availability under the Company’s ABL Credit Facility. Net debt as of July 24 2020 was approximately $193.3 million, inclusive of cash and cash equivalents.

Full Year 2020 Guidance

Due to the continued uncertainty regarding the pace of economic recovery and the lifting of in-dining restrictions across our markets, the Company will not be providing guidance for 2020. The Company will look to provide guidance as it gains more clarity on the expected length of the economic downturn and the outlook for customer re-openings.

Second Quarter 2020 Earnings Conference Call

The Company will host a conference call to discuss second quarter 2020 financial results today at 8:30 a.m. EST. 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 for 30 days.




2


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 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 COVID-19, 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 and, as such, speak only as of the date made. A more detailed description of these and other risk factorsis contained in the Company’s most recent annual report on Form 10-K filed with the SEC on February 24, 2020 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 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 55,000 products to more than 34,000 customer locations throughout the United States and Canada.

Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415



3


THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except share amounts and per share data)
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2020June 28, 2019June 26, 2020June 28, 2019
Net sales$200,496  $411,420  $575,927  $768,447  
Cost of sales153,057  304,945  437,587  571,783  
Gross profit47,439  106,475  138,340  196,664  
Operating expenses72,847  90,939  180,764  174,978  
Operating (loss) income(25,408) 15,536  (42,424) 21,686  
Interest expense5,772  4,845  10,896  9,396  
Loss on asset disposal  43  40  
(Loss) income before income taxes(31,181) 10,685  (53,363) 12,250  
Provision for income tax (benefit) expense(10,847) 2,939  (18,944) 3,370  
Net (loss) income$(20,334) $7,746  $(34,419) $8,880  
Net (loss) income per share:    
Basic$(0.57) $0.26  $(1.05) $0.30  
Diluted$(0.57) $0.26  $(1.05) $0.30  
Weighted average common shares outstanding:    
Basic35,759,193  29,527,167  32,672,876  29,492,138  
Diluted35,759,193  29,848,285  32,672,876  29,844,614  
4


THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 26, 2020 AND DECEMBER 27, 2019
(in thousands)
 June 26, 2020December 27, 2019
 (unaudited) 
Cash and cash equivalents$201,824  $140,233  
Accounts receivable, net105,125  175,044  
Inventories, net96,627  124,056  
Prepaid expenses and other current assets27,711  13,823  
Total current assets431,287  453,156  
Equipment, leasehold improvements and software, net121,175  92,846  
Operating lease right-of-use assets122,881  127,649  
Goodwill214,561  197,743  
Intangible assets, net142,355  138,751  
Other assets3,141  3,534  
Total assets$1,035,400  $1,013,679  
Accounts payable$60,878  $94,097  
Accrued liabilities28,368  29,847  
Short-term operating lease liabilities17,968  17,453  
Accrued compensation8,550  8,033  
Current portion of long-term debt5,905  721  
Total current liabilities121,669  150,151  
Long-term debt, net of current portion397,818  386,106  
Operating lease liabilities115,757  120,572  
Deferred taxes, net5,069  10,883  
Other liabilities7,770  10,034  
Total liabilities648,083  677,746  
Preferred stock—  —  
Common stock378  304  
Additional paid in capital298,230  212,240  
Cumulative foreign currency translation adjustment(2,309) (2,048) 
Retained earnings91,018  125,437  
Stockholders’ equity387,317  335,933  
Total liabilities and stockholders’ equity$1,035,400  $1,013,679  

5


THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED JUNE 26, 2020 AND JUNE 28, 2019
(unaudited, in thousands)
 June 26, 2020June 28, 2019
Cash flows from operating activities:  
Net (loss) income$(34,419) $8,880  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
Depreciation and amortization9,675  6,055  
Amortization of intangible assets6,720  6,184  
Provision for allowance for doubtful accounts19,611  1,914  
Non-cash operating lease expense463  1,151  
Deferred taxes(5,814) 1,332  
Amortization of deferred financing fees1,478  1,044  
Stock compensation2,850  2,003  
Change in fair value of contingent earn-out liabilities(6,649) 2,795  
Loss on asset disposal43  40  
Changes in assets and liabilities, net of acquisitions:  
Accounts receivable70,483  7,424  
Inventories34,877  (7,965) 
Prepaid expenses and other current assets(9,460) (640) 
Accounts payable, accrued liabilities and accrued compensation(43,398) (5,482) 
Other assets and liabilities1,119  (2,845) 
Net cash provided by operating activities47,579  21,890  
Cash flows from investing activities:  
Capital expenditures(4,400) (8,549) 
Cash paid for acquisitions, net of cash received(63,450) (28,292) 
Net cash used in investing activities(67,850) (36,841) 
Cash flows from financing activities:  
Payment of debt, finance lease and other financing obligations(37,439) (1,716) 
Proceeds from the issuance of common stock, net of issuance costs85,941  —  
Payment of deferred financing fees(856) —  
Proceeds from exercise of stock options—  558  
Surrender of shares to pay withholding taxes(2,727) (868) 
Cash paid for contingent earn-out liability(2,927) (200) 
Borrowings under asset based loan facility100,000  —  
Payments under asset based loan facility(60,000) (960) 
Net cash provided by (used in) financing activities81,992  (3,186) 
Effect of foreign currency translation on cash and cash equivalents(130) 21  
Net increase in cash and cash equivalents61,591  (18,116) 
Cash and cash equivalents at beginning of period140,233  42,410  
Cash and cash equivalents at end of period$201,824  $24,294  
6


THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF GAAP NET (LOSS) INCOME PER COMMON SHARE
(unaudited; in thousands except share amounts and per share data)
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2020June 28, 2019June 26, 2020June 28, 2019
Numerator:    
Net (loss) income$(20,334) $7,746  $(34,419) $8,880  
Denominator:    
Weighted average basic common shares outstanding35,759,193  29,527,167  32,672,876  29,492,138  
Dilutive effect of unvested common shares—  321,118  —  352,476  
Weighted average diluted common shares outstanding35,759,193  29,848,285  32,672,876  29,844,614  
Net (loss) income per share:    
Basic$(0.57) $0.26  $(1.05) $0.30  
Diluted$(0.57) $0.26  $(1.05) $0.30  


7


THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET (LOSS) INCOME
(unaudited; in thousands)
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2020June 28, 2019June 26, 2020June 28, 2019
Net (loss) income$(20,334) $7,746  $(34,419) $8,880  
Interest expense5,772  4,845  10,896  9,396  
Depreciation4,913  3,174  9,675  6,055  
Amortization3,422  3,307  6,720  6,184  
Provision for income tax (benefit) expense(10,847) 2,939  (18,944) 3,370  
EBITDA (1)(17,074) 22,011  (26,072) 33,885  
Adjustments:    
Stock compensation (2)1,999  1,088  2,850  2,003  
Duplicate rent (3)698  163  1,396  163  
Integration and deal costs/third party transaction costs (4)506  32  940  210  
Change in fair value of earn-out obligations (5)163  2,688  (6,649) 2,795  
Loss on asset disposal (6)  43  40  
Moving expenses (7)—  —  —  61  
Adjusted EBITDA (1)$(13,707) $25,988  $(27,492) $39,157  

1.We are presenting EBITDA and Adjusted EBITDA, which are not measurements determined in accordance with the U.S. generally accepted accounting principles, or GAAP, because we believe these measures provide additional metrics to evaluate our operations and which we believe, when considered with both our GAAP results and the reconciliation to 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 performance based upon GAAP results 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.
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 duplicate rent and occupancy costs for our Los Angeles, CA facility.
4.Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.
5.Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.
6.Represents the non-cash charge related to the disposal of certain equipment.
7.Represents moving expenses for the consolidation and expansion of our Ridgefield, CT and Toronto, Canada facilities.
8


THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED NET (LOSS) INCOME TO NET (LOSS) INCOME
(unaudited; in thousands except share amounts and per share data)
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2020June 28, 2019June 26, 2020June 28, 2019
Net (loss) income$(20,334) $7,746  $(34,419) $8,880  
Adjustments to Reconcile Net (Loss) Income to Adjusted Net (Loss) Income (1):   
Duplicate rent (2)698  163  1,396  163  
Integration and deal costs/third party transaction costs (3)506  32  940  210  
Moving expenses (4)—  —  —  61  
Change in fair value of earn-out obligations (5)163  2,688  (6,649) 2,795  
Third party debt modification fees (6)1,233  —  1,233  —  
Loss on asset disposal (7)  43  40  
Tax effect of adjustments (8)(980) (794) 1,078  (899) 
Total adjustments1,621  2,095  (1,959) 2,370  
Adjusted net (loss) income$(18,713) $9,841  $(36,378) $11,250  
Diluted adjusted earnings per common share$(0.52) $0.33  $(1.11) $0.38  
Diluted shares outstanding - adjusted35,759,193  29,848,285  32,672,876  29,844,614  

1.We are presenting adjusted net income and adjusted earnings per common share (EPS), which are not measurements determined in accordance with U.S. generally accepted accounting principles, or GAAP, because we believe these measures provide additional metrics to evaluate our operations and which we believe, when considered with both our GAAP results and the reconciliation to net income available to common stockholders, provide a more complete understanding of our business than could be obtained absent this disclosure. We use adjusted net income available to common stockholders and adjusted EPS, 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 adjusted net income available to common stockholders and adjusted EPS as performance measures permits a comparative assessment of our operating performance relative to our performance based upon our GAAP results 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.

2.Represents duplicate rent and occupancy costs for our Los Angeles, CA facility.

3.Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.

4.Represents moving expenses for the consolidation and expansion of our Ridgefield, CT and Toronto, Canada facilities.

5.Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.

6.Represents investment banking fees paid in connection with the modification of our senior secured term loan.

7.Represents the non-cash charge related to the disposal of certain equipment.

8.Represents the tax effect of items 2 through 7 above.
9


THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EARNINGS PER COMMON SHARE
(unaudited; in thousands except share amounts and per share data)
 Thirteen Weeks EndedTwenty-Six Weeks Ended
 June 26, 2020June 28, 2019June 26, 2020June 28, 2019
Numerator:    
Adjusted net (loss) income$(18,713) $9,841  $(36,378) $11,250  
Denominator:    
Weighted average basic common shares outstanding35,759,193  29,527,167  32,672,876  29,492,138  
Dilutive effect of unvested common shares—  321,118  —  352,476  
Weighted average diluted common shares outstanding35,759,193  29,848,285  32,672,876  29,844,614  
Adjusted earnings per share:
Diluted$(0.52) $0.33  $(1.11) $0.38  

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Cover Page
Jul. 29, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 29, 2020
Entity Registrant Name CHEFS’ WAREHOUSE, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35249
Entity Tax Identification Number 20-3031526
Entity Address, Address Line One 100 East Ridge Road
Entity Address, City or Town Ridgefield
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06877
City Area Code 203
Local Phone Number 894-1345
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001517175
Common Stock, par value $0.01  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol CHEF
Security Exchange Name NASDAQ
Preferred Stock Purchase Rights  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Trading Symbol CHEF
Security Exchange Name NASDAQ