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chef-20240329
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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 29, 2024
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
https://cdn.kscope.io/0a916f086ad0d0bc339aed35ddb4aa34-CW_Horizontal_Logo.jpg
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
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 filer☐Smaller 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 29, 2024: 39,771,675
1

THE CHEFS’ WAREHOUSE, INC.
FORM 10-Q
Table of Contents
  Page
PART I. FINANCIAL INFORMATION 
   
Item 1.
   
 
   
 
   
   
 
   
Item 2.
   
Item 3.
   
Item 4.
   
PART II. OTHER INFORMATION 
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
   
Item 6.
   

 

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: 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; the relatively low margins of our business, which are sensitive to inflationary and deflationary pressures and intense competition; the effects of rising costs for and/or decreases in supply of commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their 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; 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; the cost and adequacy of our insurance policies; the impact and effects of public health crises, pandemics and epidemics, such as the outbreak of COVID-19, and the adverse impact thereof on our business, financial condition, and results of operations; 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; the effects of international trade disputes, tariffs, quotas and other import or export restrictions on our international procurement, sales and operations; other factors discussed elsewhere in this report, including Part I, Item 1A of this Form 10-K and in our other public filings with the SEC.

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 27, 2024 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. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
(Amounts in thousands, except share data)
March 29, 2024 December 29, 2023
ASSETS  
Current assets:  
Cash and cash equivalents$42,266 $49,878 
Accounts receivable, net of allowances ($23,153 in 2024, $21,423 in 2023)
313,098 334,015 
Inventories271,791 284,528 
Prepaid expenses and other current assets65,533 62,522 
Total current assets692,688 730,943 
Property and equipment, net250,689 234,793 
Operating lease right-of-use assets185,425 192,307 
Goodwill356,579 356,021 
Intangible assets, net178,647 184,863 
Other assets6,346 6,379 
Total assets$1,670,374 $1,705,306 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$183,003 $200,547 
Accrued liabilities63,372 70,728 
Short-term operating lease liabilities23,280 24,246 
Accrued compensation34,702 37,071 
Current portion of long-term debt55,510 53,185 
Total current liabilities359,867 385,777 
Long-term debt, net of current portion667,290 664,802 
Operating lease liabilities178,625 184,034 
Deferred taxes, net14,746 14,418 
Other liabilities2,053 1,603 
Total liabilities1,222,581 1,250,634 
Commitments and contingencies
Stockholders’ equity:  
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 29, 2024 and December 29, 2023, respectively
— — 
Common Stock - $0.01 par value, 100,000,000 shares authorized, 39,773,355 and 39,665,796 shares issued and outstanding at March 29, 2024 and December 29, 2023, respectively
398 396 
Additional paid-in capital352,672 356,157 
Accumulated other comprehensive loss(2,155)(1,832)
Retained earnings101,882 99,951 
Treasury stock(5,004)— 
Total stockholders’ equity447,793 454,672 
Total liabilities and stockholders’ equity$1,670,374 $1,705,306 

See accompanying notes to the condensed consolidated financial statements.
4

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
(Amounts in thousands, except share and per share amounts)
Thirteen Weeks Ended
March 29,
2024		March 31,
2023
Net sales$874,488 $719,645 
Cost of sales665,052 549,937 
Gross profit209,436 169,708 
Selling, general and administrative expenses190,321 156,137 
Other operating expenses, net3,112 1,672 
Operating income16,003 11,899 
Interest expense13,244 10,006 
Income before income taxes2,759 1,893 
Provision for income tax expense828 492 
Net income$1,931 $1,401 
Other comprehensive (loss) income:
Foreign currency translation adjustments(323)81 
Comprehensive income$1,608 $1,482 
Net income per share:  
Basic$0.05 $0.04 
Diluted$0.05 $0.04 
Weighted average common shares outstanding: 
Basic37,820,725 37,507,093 
Diluted38,626,885 38,161,269 
 
See accompanying notes to the condensed consolidated financial statements.
5

THE CHEFS’ WAREHOUSE, INC.
CONDENSED 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
Treasury StockTotal
 SharesAmountSharesAmount
Balance December 29, 202339,665,796 $396 $356,157 $(1,832)$99,951 — $— $454,672 
Net income— — — — 1,931 — — 1,931 
Stock compensation— — 3,590 — — — — 3,590 
Common stock repurchased— — — — — (134,553)(5,004)(5,004)
Warrants exercised32,454 1 (1)— — — — — 
Cumulative translation adjustment— — — (323)— — — (323)
Common stock issued under stock plans, net of shares surrendered to pay tax withholding75,105 1 (7,074)— — — — (7,073)
Balance March 29, 202439,773,355 $398 $352,672 $(2,155)$101,882 (134,553)$(5,004)$447,793 

Balance December 30, 202238,599,390 $386 $337,947 $(2,185)$65,361 — $— $401,509 
Net income— — — — 1,401 — — 1,401 
Stock compensation— — 4,780 — — — — 4,780 
Cumulative translation adjustment— — — 81 — — — 81 
Common stock issued under stock plans, net of shares surrendered to pay tax withholding944,741 9 (1,828)— — — — (1,819)
Balance March 31, 202339,544,131 $395 $340,899 $(2,104)$66,762 — $— $405,952 

See accompanying notes to the condensed consolidated financial statements.
6

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Thirteen Weeks Ended
March 29, 2024March 31, 2023
Cash flows from operating activities:  
Net income $1,931 $1,401 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:  
Depreciation and amortization9,234 7,011 
Amortization of intangible assets6,171 4,697 
Provision for allowance for doubtful accounts4,361 1,849 
Provision for deferred income taxes334 123 
Loss on debt extinguishment289 — 
Stock compensation4,199 5,334 
Change in fair value of contingent earn-out liabilities(613)372 
Non-cash interest and other operating activities1,578 1,609 
Changes in assets and liabilities, net of acquisitions:  
Accounts receivable16,411 9,860 
Inventories13,148 (20,075)
Prepaid expenses and other current assets(454)1,612 
Accounts payable, accrued liabilities and accrued compensation(22,914)(15,044)
Other assets and liabilities(2,775)(1,010)
Net cash provided by (used in) operating activities30,900 (2,261)
Cash flows from investing activities:  
Capital expenditures(17,066)(8,696)
Cash paid for acquisitions, net of cash acquired(315)(50,937)
Net cash used in investing activities(17,381)(59,633)
Cash flows from financing activities:  
Payment of debt and other financing obligations(6,750)(3,228)
Payment of finance leases(1,125)(150)
Common stock repurchases(5,004)— 
Surrender of shares to pay withholding taxes(7,073)(1,763)
Cash paid for contingent earn-out liability(1,300)— 
Net cash used in financing activities(21,252)(5,141)
Effect of foreign currency on cash and cash equivalents121 (23)
Net change in cash and cash equivalents(7,612)(67,058)
Cash and cash equivalents-beginning of period49,878 158,800 
Cash and cash equivalents-end of period$42,266 $91,742 

See accompanying notes to the condensed consolidated financial statements.
7

THE CHEFS’ WAREHOUSE, INC.
NOTES TO CONDENSED 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 Chefs’ Warehouse, Inc. (the “Company”), and its wholly-owned subsidiaries, is a premier distributor of specialty food and center-of-the-plate products in the United States, the Middle East and Canada. The Company is 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 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 three operating segments: East, Midwest and West that aggregate into one reportable segment, foodservice distribution, which is concentrated primarily in the United States.

Consolidation

The unaudited condensed 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 condensed consolidated financial statements and the related interim information contained within the notes to such unaudited condensed 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 condensed 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 29, 2023 filed as part of the Company’s Annual Report on Form 10-K (the “2023 Form 10-K”).

The unaudited condensed 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 2023 Form 10-K, 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 and other factors, the results of operations for the thirteen weeks ended March 29, 2024 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.

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Note 2 – Summary of Significant Accounting Policies

Revenue Recognition
 
The following table presents the Company’s net sales disaggregated by principal product category:
Thirteen Weeks Ended
March 29, 2024March 31, 2023
Center-of-the-Plate$342,936 39.2 %$306,305 42.6 %
Specialty:
Dry Goods138,810 15.9 %122,934 17.1 %
Produce126,125 14.4 %52,999 7.4 %
Pastry101,868 11.6 %89,162 12.4 %
Cheese and Charcuterie59,299 6.8 %55,141 7.7 %
Dairy and Eggs58,126 6.6 %49,078 6.8 %
Oils and Vinegars29,806 3.4 %28,878 4.0 %
Kitchen Supplies17,518 2.1 %15,148 2.0 %
Total Specialty$531,552 60.8 %$413,340 57.4 %
Total net sales$874,488 100 %$719,645 100 %

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. Net sales by product category includes estimates of product mix for certain locations that are not yet fully integrated into the Company’s information technology systems as of the reporting date.

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 $19,070 and $11,674 for the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively.

Share Repurchases

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private market transactions. Shares purchased under the program are recorded at cost and held as treasury stock.

Guidance Not Yet Adopted

Improvements to Income Tax Disclosures: In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance designed to improve the transparency and usefulness of income tax disclosures. The amendments include provisions to address the consistency of the income tax rate reconciliation and requirement to disaggregate income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures.

Improvements to Reportable Segment Disclosures: In November 2023, the FASB issued guidance which requires entities, including those with one reportable segment, to enhance reportable segment disclosures requirements particularly with respect to significant expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company expects to adopt this guidance when effective and is evaluating the impact of adoption on its consolidated financial statements, which is limited to financial statement disclosures.

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Note 3 – Net Income per Share
 
Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share adjusts basic net income per share for all the potentially dilutive shares outstanding during the period.

The following table sets forth the computation of basic and diluted net income per common share:
 Thirteen Weeks Ended
 March 29, 2024March 31, 2023
Net income per share:  
Basic$0.05 $0.04 
Diluted$0.05 $0.04 
Weighted average common shares:  
Basic37,820,725 37,507,093 
Diluted38,626,885 38,161,269 

Reconciliation of net income per common share:
 Thirteen Weeks Ended
 March 29, 2024March 31, 2023
Numerator:  
Net income$1,931 $1,401 
Denominator:  
Weighted average basic common shares outstanding37,820,725 37,507,093 
Dilutive effect of unvested common shares756,440 577,557 
Dilutive effect of stock options and warrants49,720 76,619 
Weighted average diluted common shares outstanding38,626,885 38,161,269 
 
Potentially dilutive securities that have been excluded from the calculation of diluted net income per common share because the effect is anti-dilutive are as follows:
 Thirteen Weeks Ended
 March 29, 2024March 31, 2023
Restricted share awards (“RSAs”) and restricted stock units (“RSUs”)146,810 — 
Convertible notes7,392,817 7,483,870 

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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. The fair value of contingent consideration was predominantly 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 expenses, net on the condensed consolidated statements of operations.

The following table presents the changes in Level 3 contingent earn-out liabilities:
Total
Balance December 29, 2023$9,765 
Cash payments(2,000)
Changes in fair value(613)
Balance March 29, 2024$7,152 

The long-term portion of contingent earn-out liabilities were $593 and $50 as of March 29, 2024 and December 29, 2023, respectively, and are reflected as other liabilities on the Company’s condensed consolidated balance sheets. The remaining short-term portion of earn-out liabilities are reflected as accrued liabilities on the Company’s condensed consolidated balance sheets.

Fair Value of Financial Instruments

The carrying amounts reported in the Company’s condensed consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to the immediate to short-term nature of these financial instruments. The fair values of the asset-based loan facility and term loan approximated their book values as of March 29, 2024 and December 29, 2023, as these instruments had variable interest rates that reflected current market rates available to the Company and are classified as Level 2 fair value measurements.

The following table presents the carrying value and fair value of the Company’s convertible notes and its unsecured note issued in connection with the acquisition of Oakville Produce Partners, LLC (“GreenLeaf”) in fiscal 2023 (“GreenLeaf Note”). The fair value of the Company’s 2028 Convertible Senior Notes was based on Level 1 inputs. In estimating the fair value of its 2024 Convertible Senior 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. The fair value of the GreenLeaf Note was determined based upon observable market prices of similar debt instruments.

 March 29, 2024December 29, 2023
Fair Value HierarchyCarrying ValueFair ValueCarrying ValueFair Value
2028 Convertible Senior NotesLevel 1$287,500 $313,914 $287,500 $277,354 
2024 Convertible Senior NotesLevel 3$39,684 $41,578 $39,684 $38,609 
GreenLeaf NoteLevel 2$10,000 $10,177 $10,000 $9,991 
 
Note 5 – Acquisitions

The Company paid approximately $315 during the thirteen weeks ended March 29, 2024 upon settlement of net working capital true-ups on prior year acquisitions, resulting in measurement period adjustments which increased goodwill by $656 and reduced prepaid expenses and other current assets by $341.

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The Company recognized professional fees related to acquisition activities of zero and $1,243 during the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively, presented within other operating expenses, net on the condensed consolidated statements of operations.

Unaudited Pro forma Financial Information

The table below presents unaudited pro forma condensed consolidated income statement information of the Company as if the GreenLeaf and Hardie’s Fresh Foods acquisitions had occurred on December 30, 2022. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisitions. The pro forma information is not necessarily indicative of the Company’s results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, any incremental costs for transitioning to become a public company, and also does not reflect additional revenue opportunities following the acquisitions. The pro forma information reflects amortization and depreciation of the acquisitions at their respective fair value. The pro forma information also reflects additional interest expense that would have been incurred by the Company to finance the acquisitions. Pro forma interest expense was estimated based on the prevailing interest rates charged on the Company’s senior secured term loan during fiscal 2022.
 Thirteen Weeks Ended
 March 31, 2023
Net sales$803,488 
Income before income taxes$2,131 

Note 6 – Inventories
 
Inventories consist primarily of finished product and are reflected net of adjustments for shrinkage, excess and obsolescence to approximate their net realizable value totaling $11,256 and $11,205 at March 29, 2024 and December 29, 2023, respectively.

Note 7 – Property and Equipment
 
Property and equipment is net of accumulated depreciation and amortization of $146,138 and $137,008 at March 29, 2024 and December 29, 2023, respectively.

Note 8 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill are presented as follows:
Carrying amount as of December 29, 2023$356,021 
Goodwill adjustments (1)
656 
Foreign currency translation(98)
Carrying amount as of March 29, 2024$356,579 
(1) The goodwill adjustments represent measurement period adjustments related to certain acquisitions completed in the prior year.

Other intangible assets are net of accumulated amortization of $138,831 and $132,660 as of March 29, 2024 and December 29, 2023, respectively. Amortization expense for other intangibles was $6,171 and $4,697 for the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively.


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Note 9 – Debt Obligations

Debt obligations as of March 29, 2024 and December 29, 2023 consisted of the following:
Weighted Average Effective Interest Rate at March 29, 2024
MaturityMarch 29, 2024December 29, 2023
Senior secured term loans10.08 %August 2029$269,500 $276,250 
2028 Convertible senior notes2.77 %December 2028287,500 287,500 
2024 Convertible senior notes2.34 %December 202439,684 39,684 
Asset-based loan facility7.45 %March 2027100,000 100,000 
Finance leases and other financing obligations6.25 %Various42,121 31,892 
Unamortized deferred costs and premium(16,005)(17,339)
Total debt obligations722,800 717,987 
Less: current installments(55,510)(53,185)
Total long-term debt$667,290 $664,802 

Senior Secured Term Loan Credit Facility

In March 2024, the Company entered into an eleventh amendment (“Eleventh Amendment”) to its senior secured term loan agreement, which reduced the interest rate spread on its senior secured term loan B facility. As a result of this amendment, the Company incurred a loss on debt extinguishment of $50, which represents the portion of unamortized deferred financing fees attributable to the lender that exited the loan syndicate. Arrangement fees of $775 and third-party transaction costs of $91 were expensed as incurred and included in interest expense and other operating expenses, respectively, within the Company’s condensed consolidated statements of operations.

Additionally, during the thirteen weeks ended March 29, 2024, the Company made voluntary principal prepayments totaling $6,000 towards the senior secured term loan. In connection with the prepayments, the Company wrote-off unamortized deferred financing fees of $239, which are included in interest expense within the Company’s condensed consolidated statements of operations.

Convertible Notes

The net carrying value of the Company’s convertible senior notes as of March 29, 2024 and December 29, 2023 was:
March 29, 2024December 29, 2023
Principal AmountUnamortized Deferred Costs and PremiumNet AmountPrincipal AmountUnamortized Deferred Costs and PremiumNet Amount
2028 Notes$287,500 $(5,444)$282,056 $287,500 $(5,730)$281,770 
2024 Notes39,684 (139)39,545 39,684 (185)39,499 
Total$327,184 $(5,583)$321,601 $327,184 $(5,915)$321,269 

The components of interest expense on the Company’s convertible notes were as follows:

 Thirteen Weeks Ended
 March 29, 2024March 31, 2023
Coupon interest$1,893 $1,899 
Amortization of deferred costs and premium333 335 
Total interest$2,226 $2,234 

As of March 29, 2024, the Company had reserved $27,970 of its asset-based loan facility for the issuance of letters of credit and funds totaling $162,064 were available for borrowing.

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Note 10 – Stockholders’ Equity

Equity Awards

The following table reflects the activity of RSAs and RSUs during the thirteen weeks ended March 29, 2024:
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 29, 2023461,752 $32.13 1,078,169 $32.88 421,056 $30.00 
Granted214,880 38.01 313,188 38.53 55,270 34.68 
Vested(174,852)32.28 (168,654)32.04 (166,343)31.43 
Forfeited(1,875)32.55 (324,717)33.48 (3,956)31.00 
Unvested at March 29, 2024499,905 $34.60 897,986 $34.79 306,027 $30.06 

The Company granted 583,338 RSAs and RSUs to its employees and directors at a weighted average grant date fair value of $37.97 during the thirteen weeks ended March 29, 2024. 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 $3,590 and $4,790 on its RSAs during the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively.

At March 29, 2024, the total unrecognized compensation cost for unvested RSAs was $30,463 and the weighted-average remaining period was approximately 2.2 years. Of this total, $15,195 related to RSAs with time-based vesting provisions and $15,268 related to RSAs with performance- and market-based vesting provisions. At March 29, 2024, the weighted-average remaining period for time-based vesting and performance-based vesting RSAs were approximately 2.1 years and 2.2 years, respectively.

No share-based compensation expense has been capitalized.

Share Repurchase Program

In November 2023, the Company announced a two-year share repurchase program in an amount up to $100,000, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. The remaining share purchase authorization was $95,000 at March 29, 2024. The Company is not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Note 11 – 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 Chief Operating Officer, and are deemed to be affiliates of these individuals. Expense related to this facility totaled $176 and $123 during the thirteen weeks ended March 29, 2024 and March 31, 2023.

Note 12 – Income Taxes

The Company’s effective tax rate was 30.0% and 26.0% for the thirteen weeks ended March 29, 2024 and March 31, 2023, respectively. The higher effective tax rate for the thirteen weeks ended March 29, 2024 is primarily due by the non-deductibility of certain compensation related items.. The effective tax rate otherwise varies from the 21% statutory rate primarily due to state taxes.

The Company’s income tax provision reflects the impact of an expected income tax refund receivable of $23,301 as of March 29, 2024 which is reflected in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet.


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Note 13 – Supplemental Disclosures of Cash Flow Information
Thirteen Weeks Ended
March 29, 2024March 31, 2023
Supplemental cash flow disclosures:
Cash paid for income taxes$1,522 $2,539 
Cash paid for interest, net of cash received$10,403 $7,366 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$9,812 $9,001 
Operating cash flows from finance leases$379 $914 
ROU assets obtained in exchange for lease liabilities:
Operating leases$396 $32,615 
Finance leases$11,587 $2,697 
Non-cash investing and financing activities:
Contingent earn-out liabilities for acquisitions$— $7,800 

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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 condensed 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 for the fiscal year ended December 29, 2023 (the “2023 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”). 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 the leading culinary markets in the United States, the Middle East and Canada. We offer more than 70,000 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 44,000 core customer locations, primarily located in our 23 geographic markets across the United States, the Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments. We also sell certain of our products directly to consumers through our Allen Brothers retail channel.

Acquisitions

On May 1, 2023, the Company entered into a stock purchase agreement to acquire substantially all of the equity interests of Oakville Produce Partners, LLC (“GreenLeaf”), a leading produce and specialty food distributor in Northern California. The final purchase price was $88.2 million consisting of $72.2 million paid in cash at closing, $3.5 million paid upon settlement of a net working capital true-up, the issuance of a $10.0 million unsecured note, and 75,008 shares of the Company’s common stock with an approximate value of $2.5 million based on the trading price of the Company’s common stock on the date of acquisition.

On March 20, 2023, pursuant to an asset purchase agreement, we acquired substantially all of the assets of Hardie’s F&V, LLC (“Hardie’s Fresh Foods”), a specialty produce distributor with operations in Texas. The final purchase price was approximately $41.4 million, consisting of $38.0 million paid in cash at closing, $0.6 million received upon settlement of a net working capital true-up, and an earn-out liability valued at approximately $4.0 million as of the acquisition date. If earned, the earn-out liability could total up to $10.0 million over a two-year period.

RESULTS OF OPERATIONS
Thirteen Weeks Ended
March 29, 2024March 31, 2023
Net sales$874,488 $719,645 
Cost of sales665,052 549,937 
Gross profit209,436 169,708 
Selling, general and administrative expenses190,321 156,137 
Other operating expenses, net3,112 1,672 
Operating income16,003 11,899 
Interest expense13,244 10,006 
Income before income taxes2,759 1,893 
Provision for income tax expense828 492 
Net income$1,931 $1,401 

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Thirteen Weeks Ended March 29, 2024 Compared to Thirteen Weeks Ended March 31, 2023

Net Sales
20242023$ Change% Change
Net sales$874,488 $719,645 $154,843 21.5 %

Organic growth contributed $63.3 million, or 8.8%, to sales growth and the remaining sales growth of $91.5 million, or 12.7%, resulted from acquisitions. Organic case count increased approximately 4.6% in our specialty category. In addition, specialty unique customers and placements increased 10.1% and 12.0%, respectively, compared to the prior year period. Organic pounds sold in our center-of-the-plate category increased 6.2% compared to the prior year. Estimated inflation was 1.2% in our specialty category and 4.6% in our center-of-the-plate category compared to the prior year period.

Gross Profit
20242023$ Change% Change
Gross profit$209,436 $169,708 $39,728 23.4 %
Gross profit margin23.9 %23.6 %

Gross profit dollars increased primarily as a result of increased sales and price inflation. Gross profit margin increased approximately 37 basis points. Gross profit margins decreased 4 basis points in the Company’s specialty category and increased 18 basis points in the Company’s center-of-the-plate category.

Selling, General and Administrative Expenses
20242023$ Change% Change
Selling, general and administrative expenses$190,321 $156,137 $34,184 21.9 %
Percentage of net sales21.8 %21.7 %

The increase in selling, general and administrative expenses was primarily due to higher depreciation and amortization driven by acquisitions and facility investments, and higher costs associated with compensation and benefits, facilities and distribution to support sales growth. Our ratio of selling, general and administrative expenses to net sales increased 10 basis points due to increased near-term costs associated with our investments in facilities and acquisitions.

Other Operating Expenses, Net
20242023$ Change% Change
Other operating expenses, net$3,112 $1,672 $1,440 86.1 %

Other operating expenses increased by $1.4 million primarily due to charges associated with employee severance in the first quarter of 2024.

Interest Expense
20242023$ Change% Change
Interest expense$13,244 $10,006 $3,238 32.4 %

Interest expense increased primarily driven by higher principal amounts of outstanding debt and higher rates of interest charged on the variable rate portion of our outstanding debt.

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Provision for Income Tax Expense
20242023$ Change% Change
Provision for income tax expense$828 $492 $336 68.3 %
Effective tax rate30.0 %26.0 %

The higher effective tax rate for the thirteen weeks ended March 29, 2024 was primarily driven by the non-deductibility of certain compensation related items.

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 29, 2024December 29, 2023
Senior secured term loan$269,500 $276,250 
Total convertible debt327,184 327,184 
Borrowings outstanding on asset-based loan facility100,000 100,000 
Finance leases and other financing obligations42,121 31,892 

Recent Financing Transactions

In March 2024, we amended our senior secured term loan agreement, which reduced the interest rate spread by 75 basis points on our senior secured term loan B facility. Additionally, during the thirteen weeks ended March 29, 2024, we made voluntary principal prepayments of $6.0 million towards the senior secured term loan.

In November 2023, we announced a two-year share repurchase program in an amount up to $100,000, targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025. During the thirteen weeks ended March 29, 2024, we repurchased 134,553 shares of our common stock at an average purchase price of $37.16 per share. The share repurchases were funded by our available cash. The remaining share purchase authorization was $95,000 at March 29, 2024. We are not obligated to repurchase any specific number of shares and may suspend or discontinue the program at any time.

Liquidity

The following table presents selected financial information on liquidity (in thousands):
March 29, 2024December 29, 2023
Cash and cash equivalents$42,266 $49,878 
Working capital(1), excluding cash and cash equivalents
290,555 295,288 
Availability under asset-based loan facility162,064 172,030 
(1) We define working capital as current assets less current liabilities.

We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2024 will be approximately $35.0 million to $45.0 million. 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 twelve months.


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Cash Flows

The following table presents selected financial information on cash flows (in thousands):
Thirteen Weeks Ended
March 29, 2024March 31, 2023
Net cash provided by (used in) operating activities$30,900 $(2,261)
Net cash used in investing activities$(17,381)$(59,633)
Net cash used in financing activities$(21,252)$(5,141)

Our cash provided by operating activities is predominately driven by net sales to our customers. Our cash used in operating activities is primarily driven by our payments to suppliers for our inventory, employee compensation, payments to support our facilities, our distribution network, interest on our indebtedness, payments to tax authorities and other general corporate expenditures. Net cash provided by operations was $30.9 million for the thirteen weeks ended March 29, 2024 compared to cash used in operating activities of $2.3 million for the thirteen weeks ended March 31, 2023. The increase in cash provided by operating activities was primarily due to lower inventory purchase levels in the current period as the prior year results included a strategic pull forward of inventory purchases that did not recur.

Net cash used in investing activities was $17.4 million for the thirteen weeks ended March 29, 2024, driven by capital expenditures of $17.1 million.

Net cash used in financing activities was $21.3 million for the thirteen weeks ended March 29, 2024 driven by $6.8 million of payments of debt and other financing obligations, $5.0 million used to repurchase our common stock, $7.1 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $1.3 million of earn-out payments and $1.1 million of finance lease payments.

Recent Accounting Pronouncements

Information related to new accounting guidance is included in Note 1 “Operations and Basis of Presentation” to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to interest rate market risk relates primarily to our long-term debt. As of March 29, 2024, we had aggregate indebtedness outstanding of $369.5 million that bore interest at variable rates. A 100 basis point increase in market interest rates would decrease our after-tax earnings by approximately $2.6 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 29, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended March 29, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company is actively integrating the Hardie’s and GreenLeaf acquisitions into its overall system of internal control over financial reporting and, if necessary, will make appropriate changes as it integrates Hardie’s and GreenLeaf into the Company's overall internal control over financial reporting process.

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 condensed consolidated financial statements, and no material amounts have been accrued in our condensed consolidated financial statements with respect to these matters.

ITEM 1A. RISK FACTORS

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 29, 2023. 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, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities
Total Number
of Shares
Repurchased(1)
Average
Price
Paid Per Share
Total
Number of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs(2)
Maximum
Number (or
Approximate
Dollar Value) of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
December 30, 2023 to January 26, 2024— $— — 100,000 
January 27, 2024 to February 23, 202425,301 36.51 — 100,000 
February 24, 2024 to March 29, 2024296,803 37.42 134,533 95,000 
Total322,104 $37.34 134,533 95,000 

(1)Represents withholding of 322,104 shares of our common stock during the thirteen weeks ended March 29, 2024 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, in addition to shares purchased as part of a publicly announced program.
(2)In November 2023, we announced a two-year share repurchase program in an amount up to $100.0 million targeting $25.0 million to $100.0 million of share repurchases by the end of fiscal 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the quarterly period covered by this report, our directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act, of 1934, as amended) adopted, terminated or modified the following Rule 10b5-1 or non-Rule
10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K):

NameTitleType of Trading ArrangementSecurityActionDate of ActionDuration of Trading ArrangementAggregate Number of Securities Covered
Alexandros AldousGeneral Counsel, Corporate Secretary & Chief Government Relations Officer
Rule 10b-5 Plan to SellCommon StockAdoptionMarch 14, 2024Up to March 1, 202525,000

Each trading arrangement reported above is subject to a number of conditions, including as to the price at which, and the timing of when, purchases and/or sales may occur, and it is possible that any trading arrangement may not result in the purchase and/or sale of any or all of the aggregate number of securities covered by such trading arrangement during the term of the trading arrangement. Additionally, these trading arrangements are subject to modification or termination in accordance with applicable law.

21

ITEM 6. EXHIBITS
Exhibit No. Description
Cooperation Agreement, by and among The Chefs’ Warehouse, Inc., Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White, dated March 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 4, 2024).
Eleventh Amendment to Credit Agreement, dated June 22, 2016, by and among Dairyland USA Corporation and Chefs’ Warehouse Parent, LLC, as Borrowers, and The Chefs’ Warehouse, Inc. and the other Loan Parties party thereto, as Guarantors, the Lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 18, 2024).
 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 May 1, 2024.
 THE CHEFS’ WAREHOUSE, INC.
 (Registrant)
  
Date: May 1, 2024  /s/ James Leddy
James Leddy
 Chief Financial Officer
 (Principal Financial Officer)
 
Date: May 1, 2024  /s/ Timothy McCauley
Timothy McCauley
 Chief Accounting Officer
 (Principal Accounting Officer)

23
Document



Exhibit 31.1

CERTIFICATIONS

I, Christopher Pappas, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of The Chefs’ Warehouse, Inc.;
2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 1, 2024/s/ Christopher Pappas
By:Christopher Pappas
Chairman, President and Chief Executive Officer
(Principal Executive Officer)


Document


Exhibit 31.2

CERTIFICATIONS

I, James Leddy, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of The Chefs’ Warehouse, Inc.;
2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 1, 2024/s/ James Leddy
By:James Leddy
Chief Financial Officer
(Principal Financial Officer)


Document


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Chefs’ Warehouse, Inc. (the “Company”) on Form 10-Q for the quarter ended March 29, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher Pappas, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 1, 2024By:/s/ Christopher Pappas
Christopher Pappas
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.


Document


Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of The Chefs’ Warehouse, Inc. (the “Company”) on Form 10-Q for the quarter ended March 29, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Leddy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 1, 2024By:/s/ James Leddy
James Leddy
Chief Financial Officer
(Principal Financial Officer)
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.