FORM 8-K

 

 

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): August 1, 2013

 

 

THE CHEFS’ WAREHOUSE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-35249   20-3031526

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

100 East Ridge Road, Ridgefield, CT 06877

(Address of Principal Executive Offices) (Zip Code)

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 (see General Instruction A.2. below):

 

  ¨ 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))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

In a press release dated August 1, 2013 (the “Press Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen and twenty-six weeks ended June 28, 2013. The full text of the Press Release is furnished herewith as Exhibit 99.1 to this report.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits. The following exhibit is being furnished herewith to this Current Report on Form 8-K.

 

Exhibit
No.

  

Description

99.1    Press Release of The Chefs’ Warehouse, Inc. dated August 1, 2013.


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/ John D. Austin

Name:   John D. Austin
Title:   Chief Financial Officer

Date: August 1, 2013


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release of The Chefs’ Warehouse, Inc. dated August 1, 2013.
EX-99.1

Exhibit 99.1

The Chefs’ Warehouse, Inc. Reports Second Quarter 2013 Financial Results

Net Sales Increased 48.2%

Ridgefield, CT, August 1, 2013 – The Chefs’ Warehouse, Inc. (NASDAQ: CHEF), a premier distributor of specialty food products in the United States, today reported financial results for its second quarter ended June 28, 2013.

Financial highlights for the second quarter of 2013 compared to the second quarter of 2012:

 

   

Net sales increased 48.2% to $170.2 million for the second quarter of 2013 from $114.8 million for the second quarter of 2012.

   

Earnings per diluted share available to common stockholders was $0.25 for the second quarter of 2013 compared to $0.21 for the second quarter of 2012.

   

Modified pro forma earnings per diluted share available to common stockholders1 was $0.26 for the second quarter of 2013 compared to $0.23 for the second quarter of 2012.

   

Adjusted EBITDA1 increased 41.5% to $13.6 million for the second quarter of 2013 from $9.6 million for the second quarter of 2012.

“The second quarter was in line with our expectations as we continued to see sequential improvement from our customers this quarter,” said Chris Pappas, chairman and chief executive officer of The Chefs’ Warehouse, Inc. “We also continued to successfully integrate our Michael’s, Queensgate and Qzina acquisitions and are optimistic that our strong pipeline of acquisition candidates interested in becoming part of The Chefs’ Warehouse will continue to present opportunities for growth.”

Second Quarter Fiscal 2013 Results

Net sales for the quarter ended June 28, 2013 increased approximately 48.2% to $170.2 million from $114.8 million for the quarter ended June 29, 2012. The increase in net sales was primarily the result of the acquisitions of Michael’s Finer Meats, Queensgate Foodservice and Qzina Specialty Foods, as well as organic sales growth. These acquisitions contributed approximately $45.6 million, or 39.7%, to net sales growth for the quarter. Organic growth contributed the remaining approximately $9.8 million, or 8.5%, of total net sales growth. Inflation for the quarter was approximately 4.1%.

Gross profit increased approximately 44.5% to $44.0 million for the second quarter of 2013 from $30.5 million for the second quarter of 2012. Gross profit margin decreased approximately 66 basis points to 25.9% for the second quarter of 2013 from 26.5% for the second quarter of 2012, due in part to the impact on sales mix from the Michael’s acquisition.

Total operating expenses increased by approximately 50.3% to $33.0 million for the second quarter of 2013 from $22.0 million for the second quarter of 2012. As a percentage of net sales, operating expenses were 19.4% in the second quarter of 2013 compared to 19.1% in the second quarter of 2012. The increase in the Company’s operating expense ratio is attributable to increased amortization expense related to acquisitions, duplicate rent related to the Bronx, NY facility and compensation related expenses, offset in part by transportation efficiencies.

Operating income for the second quarter of 2013 was $11.1 million, compared to $8.5 million for the second quarter of 2012. As a percentage of net sales, operating income was 6.5% in the second quarter of 2013 compared to 7.4% in the prior year’s second quarter.

 

1 Please see the Consolidated Statements of Operations at the end of this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, modified pro forma net income available to common stockholders and modified pro forma EPS to these measures’ most directly comparable GAAP measure.


Net income available to common stockholders was $5.3 million, or $0.25 per diluted share, for the second quarter of 2013 compared to $4.5 million, or $0.21 per diluted share, for the second quarter of 2012.

On a non-GAAP basis, adjusted EBITDA increased approximately 41.5% to $13.6 million in the second quarter of 2013 compared to $9.6 million in the second quarter of 2012. Modified pro forma net income available to common stockholders1 was $5.5 million and modified pro forma EPS was $0.26 for the second quarter of 2013 compared to modified pro forma net income available to common stockholders of $4.7 million and modified pro forma EPS of $0.23 for the second quarter of 2012.

2013 Guidance

The Chefs’ Warehouse, Inc. is updating its financial guidance for full year 2013.

 

   

Revenue between $650.0 million and $690.0 million.

   

Adjusted EBITDA between $46.5 million and $51.0 million.

   

Net income between $18.0 million and $19.8 million.

   

Net income per diluted share between $0.86 and $0.94.

   

Modified pro forma net income per diluted share between $0.90 and $0.98.

The above guidance is based upon an estimated effective tax rate of approximately 41.5% and an estimated fully diluted share count of 21.1 million shares.

Conference Call

The Company will host a conference call to discuss second quarter 2013 financial results today at 5:00 p.m. ET. Hosting the call will be Chris Pappas, chairman and chief executive officer and John Austin, chief financial officer. The conference call can be accessed live over the phone by dialing (877) 705-6003 or for international callers (201) 493-6725. A replay will be available one hour after the call and can be accessed by dialing (877) 870-5176 or for international callers (858) 384-5517; the conference ID is 417311. The replay will be available until Thursday, August 8, 2013. The call will also be webcast live from the Company’s investor relations website (http://investors.chefswarehouse.com).

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: 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 Company’s sensitivity to general economic conditions, including the current economic environment, changes in disposable income levels and consumer discretionary spending on food-away-from-home purchases; the Company’s vulnerability to economic and other developments in the geographic markets in which it operates; the risks of supply chain interruptions due to lack of long-term contracts, severe weather or more prolonged climate change, work stoppages or otherwise; the risk of loss of customers due to the fact that the Company does not customarily have long-term contracts with its customers; changes in the availability or cost of the Company’s specialty food products; the ability to effectively price the Company’s specialty food products and reduce the Company’s expenses; the relatively low margins of the foodservice distribution industry and the Company’s sensitivity to inflationary and deflationary pressures; the Company’s ability to successfully identify, obtain financing for and complete acquisitions of other foodservice distributors and to successfully integrate those businesses and realize expected synergies from those acquisitions; increased fuel costs and expectations regarding the use of fuel

 

2


surcharges; fluctuations in the wholesale prices of beef, poultry and seafood, including increases in these prices as a result of increases in the cost of feeding and caring for livestock; the loss of key members of the Company’s management team and the Company’s ability to replace such personnel; and the strain on the Company’s infrastructure and resources caused by its growth. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. A more detailed description of these and other risk factors is contained in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2013 and subsequently filed quarterly reports on Form 10-Q. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports 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 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 and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 23,200 products to more than 17,500 customer locations throughout the United States.

Contact:

Investor Relations

John Austin, (718) 684-8415

 

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THE CHEFS’ WAREHOUSE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2013 AND JUNE 29, 2012

(unaudited; in thousands except share amounts and per share data)

 

     Thirteen Weeks Ended      Twenty-Six Weeks Ended  
     June 28, 2013      June 29, 2012      June 28, 2013      June 29, 2012  

Net Sales

   $ 170,157      $ 114,825      $ 309,576      $ 212,894   

Cost of Sales

     126,115        84,354        230,380        156,374   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross Profit

     44,042        30,471        79,196        56,520   

Operating Expenses

     32,987        21,954        62,243        42,945   
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating Income

     11,055        8,517        16,953        13,575   

Interest Expense

     1,903        895        3,270        1,444   

Loss on Disposal of Assets

     4        —           4        —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Income Before Income Taxes

     9,148        7,622        13,679        12,131   

Provision for Income Tax Expense

     3,803        3,163        5,686        5,039   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Income Available to Common Stockholders

   $ 5,345      $ 4,459      $ 7,993      $ 7,092   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Income Per Share Available to Common Stockholders:

           

Basic

   $ 0.26      $ 0.22      $ 0.38      $ 0.35   

Diluted

   $ 0.25      $ 0.21      $ 0.38      $ 0.34   

Weighted Average Common Shares Outstanding:

           

Basic

     20,781,745        20,541,234        20,764,739        20,526,293   

Diluted

     21,018,602        20,884,977        21,006,260        20,876,995   

 

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THE CHEFS’ WAREHOUSE, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 28, 2013 AND DECEMBER 28, 2012

(in thousands)

 

     June 28, 2013
(unaudited)
    December 28,
2012
 

Cash

   $ 2,310     $ 118  

Accounts receivable, net

     65,507       56,694  

Inventories, net

     55,855       40,402  

Deferred taxes, net

     3,714       2,839  

Prepaid expenses and other current assets

     6,035       5,452  
  

 

 

   

 

 

 

Total current assets

     133,421       105,505  

Restricted cash

     7,587       11,008  

Equipment and leasehold improvements, net

     15,554       9,365  

Software costs, net

     214       328  

Goodwill

     69,073       45,359  

Intangible assets, net

     45,601       35,708  

Other assets

     3,872       2,861  
  

 

 

   

 

 

 

Total assets

     275,322       210,134  
  

 

 

   

 

 

 

Accounts payable

     44,200       33,718  

Accrued liabilities

     8,213       5,291  

Accrued compensation

     3,941       3,519  

Current portion of long-term debt

     7,091       5,175  
  

 

 

   

 

 

 

Total current liabilities

     63,445       47,703  

Long-term debt, net of current portion

     154,921       119,352  

Deferred taxes, net

     6,911       2,552  

Other liabilities

     2,581       1,245  
  

 

 

   

 

 

 

Total liabilities

     227,858       170,852  

Preferred stock

     —          —     

Common stock

     212       210  

Additional paid in capital

     21,530       21,006  

Cumulative foreign currency translation adjustment

     (337 )     —     

Retained earnings

     26,059       18,066  
  

 

 

   

 

 

 

Stockholders’ equity

     47,464       39,282  

Total liabilities and stockholders’ equity

   $ 275,322     $ 210,134  
  

 

 

   

 

 

 

 

5


THE CHEFS’ WAREHOUSE, INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

FOR THE TWENTY-SIX WEEKS ENDED JUNE 28, 2013 AND JUNE 29, 2012

(unaudited; in thousands)

 

      June 28, 2013     June 29, 2012  

Cash flows from operating activities:

    

Net Income

   $ 7,993     $ 7,092  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     3,573       1,382  

Provision for allowance for doubtful accounts

     374       344  

Deferred credits

     229       117  

Deferred taxes

     338       418  

Write-off of deferred financing fees

     —          237  

Amortization of deferred financing fees

     205       154  

Stock compensation

     589       360  

Change in fair value of earnout

     30       —     

Loss on asset disposal

     4       —     
Changes in assets and liabilities, net of acquisitions:     

Accounts receivable

     (618     (208

Inventories

     554        (1,680

Prepaid expenses and other current assets

     839        (515

Accounts payable and accrued liabilities

     6,917        (187

Other assets

     (209     (7
  

 

 

   

 

 

 

Net cash provided by operating activities

     20,818        7,507   
Cash flows from investing activities:     

Capital expenditures

     (3,301     (1,968

Cash paid for acquisitions

     (54,028     (19,548
  

 

 

   

 

 

 

Net cash used in investing activities

     (57,329     (21,516
Cash flows from financing activities:     

Change in restricted cash

     3,421        (2

Proceeds from senior secured term loan

     —          40,000   

Proceeds from senior secured notes

     100,000        —     

Payment of debt

     (3,565     (29,054

Payment of deferred financing fees

     (1,201     (1,755

Borrowings under revolving credit line

     57,200        160,758   

Payments under revolving credit line

     (117,200     (155,535

Surrender of shares to pay withholding taxes

     (63     —     
  

 

 

   

 

 

 

Net cash provided by financing activities

     38,592        14,412   
  

 

 

   

 

 

 
Effect of foreign currency translation on cash and cash equivalents      111        —     
Net increase in cash and cash equivalents      2,192        403   
Cash and cash equivalents at beginning of period      118        2,033   
  

 

 

   

 

 

 
Cash and cash equivalents at end of period    $ 2,310      $ 2,436   
  

 

 

   

 

 

 

 

6


THE CHEFS’ WAREHOUSE, INC.

RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET INCOME

THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2013 AND JUNE 29, 2012

(unaudited; in thousands)

 

     Thirteen Weeks Ended      Twenty-Six Weeks Ended  
     June 28, 2013      June 29, 2012      June 28, 2013      June 29, 2012  

Net Income:

   $ 5,345      $ 4,459      $ 7,993      $ 7,092   

Interest expense

     1,903        895        3,270        1,444   

Depreciation

     603        499        1,272        933   

Amortization

     1,226        277        2,301        449   

Provision for income tax expense

     3,803        3,163        5,686        5,039   
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA (1)

     12,880        9,293        20,522        14,957   

Adjustments:

           

Stock compensation (2)

     300        102        589        360   

Duplicate rent(3)

     371        184        718        184   
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA (1)

   $ 13,551      $ 9,579      $ 21,829      $ 15,501   
  

 

 

    

 

 

    

 

 

    

 

 

 

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 to our key employees and our independent directors.

3. Represents rent expense and other facility costs, including utilities and insurance, incurred on the renovation and expansion of our Bronx, NY distribution facility while we are unable to use the facility.

 

 

7


THE CHEFS’ WAREHOUSE, INC.

RECONCILIATION OF MODIFIED PRO FORMA NET INCOME TO NET INCOME

THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2013 AND JUNE 29, 2012

(unaudited; in thousands except share amounts and per share data)

Adjustments to Reconcile Modified Pro Forma Net Income to Net Income (1)

 

     Thirteen Weeks Ended     Twenty-Six Weeks Ended  
     June 28, 2013     June 29, 2012     June 28, 2013     June 29, 2012  

Net Income Available to Common Stockholders

   $ 5,345      $ 4,459      $ 7,993      $ 7,092   

Duplicate Rent (2)

     371        184        718        184   

Write-off (adjustment) of Deferred Financing Fees (3)

     (134     237        (134     237   

Tax Effect Adjustments (4)

     (98 )     (175 )     (242 )     (175
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Adjustments

     139       246       342       246   
  

 

 

   

 

 

   

 

 

   

 

 

 

Modified Pro Forma Net Income Available to Common Stockholders

   $ 5,484     $ 4,705     $ 8,335     $ 7,338   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted Earnings per Share—Modified Pro Forma

   $ 0.26     $ 0.23     $ 0.40     $ 0.35   

Diluted Shares Outstanding—Modified Pro Forma (5)

     21,018,602       20,884,977       21,006,260       20,876,995   

1. We are presenting modified pro forma net income available to common stockholders and modified pro forma 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 modified pro forma net income available to common stockholders and modified pro forma 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 modified pro forma net income available to common stockholders and modified pro forma 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 items that vary from period to period without any correlation to core operating performance.

2. Represents rent expense and other facility costs, including utilities and insurance, incurred on the renovation and expansion of our Bronx, NY distribution facility while we are unable to use the facility.

3. Represents write-off (adjustment) of deferred financing fees in connection with the refinancing of our senior secured credit facilities in April 2012.

4. Represents the tax impact of adjustments 2 and 3 above.

5. Represents diluted shares outstanding of our common stock.

 

8


THE CHEFS’ WAREHOUSE, INC.

2013 FULLY DILUTED EPS GUIDANCE RECONCILIATION TO 2013 MODIFIED PRO FORMA

FULLY DILUTED EPS GUIDANCE(1)

 

     Low-End
Guidance
     High-End
Guidance
 

Net income per diluted share

     0.86        0.94   

Duplicate facility rent(2)

     0.04        0.04   

Modified pro forma net income per diluted share

     0.90         0.98   

1. Guidance is based upon an estimated effective tax rate of 41.5% and an estimated fully diluted share count of 21.1 million shares.

2. Represents rent and other facility costs, including utilities and insurance, expected to be incurred in connection with the renovation and expansion of our Bronx, NY facility while we are unable to utilize the facility during construction.

 

9


THE CHEFS’ WAREHOUSE, INC.

RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2013

(unaudited; in thousands)

 

     Low-End
Guidance
     High-End
Guidance
 

Net Income:

   $ 18,000      $ 19,800  

Provision for income tax expense

     12,700        14,000  

Depreciation & amortization

     6,200        7,000  

Interest expense

     7,000        7,500  
  

 

 

    

 

 

 

EBITDA (1)

     43,900        48,300  

Adjustments:

     

Stock compensation (2)

     1,100        1,200  

Duplicate rent(3)

     1,500        1,500  
  

 

 

    

 

 

 

Adjusted EBITDA (1)

   $ 46,500      $ 51,000  
  

 

 

    

 

 

 

1. We are presenting EBITDA and Adjusted EBITDA, 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, 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 expected to be incurred in connection with awards of restricted shares of our common stock to our key employees and our independent directors.

3. Represents rent expense and other facility costs, including utilities and insurance, expected to be incurred on the renovation and expansion of our Bronx, NY distribution facility while we are unable to use the facility.

 

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