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): November 8, 2017
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))
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.
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 November 8, 2017 (the “Press Release”), The Chefs’ Warehouse, Inc. (the “Company”) announced financial results for the Company’s thirteen and thirty-nine weeks ended September 29, 2017. 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 | |
Press Release of The Chefs’ Warehouse, Inc. dated November 8, 2017. | ||
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: Title: | John D. Austin Chief Financial Officer | |
Date: November 8, 2017
EXHIBIT INDEX
Exhibit No. | Description | |
Press Release of The Chefs’ Warehouse, Inc. dated November 8, 2017. | ||
Exhibit 99.1
The Chefs’ Warehouse Reports Third Quarter 2017 Financial Results
Net Sales Growth of 9.1%
Ridgefield, CT, November 8, 2017 - The Chefs’ Warehouse, Inc. (NASDAQ: CHEF), a premier distributor of specialty food products in the United States and Canada, today reported financial results for its third quarter ended September 29, 2017.
Financial highlights for the third quarter of 2017 compared to the third quarter of 2016:
• | Net sales increased 9.1% to $325.1 million for the third quarter of 2017 from $297.9 million for the third quarter of 2016. |
• | GAAP net income was $2.9 million, or $0.11 per diluted share, for the third quarter of 2017 compared to net income of $1.3 million, or $0.05 per diluted share, in the third quarter of 2016. |
• | Modified pro forma net income per diluted share was $0.11 for the third quarter of 2017 compared to modified pro forma earnings per diluted share $0.07 for the third quarter of 2016. |
• | Adjusted EBITDA1 was $16.4 million for the third quarter of 2017 compared to $14.6 million for the third quarter of 2016. |
“We continued our positive momentum in the third quarter, despite a number of challenging headwinds. Our thoughts and prayers are with the families who were impacted by Hurricanes Harvey and Irma. We are honored to have contributed food, water and man power in the relief efforts and are proud to support and assist those in need where possible,” said Chris Pappas, chairman and chief executive officer of The Chefs' Warehouse, Inc. “We are experiencing continued headwinds in the fourth quarter with the tragedy in Las Vegas as well as the devastating fires in Northern California. However, the majority of our customer base remains healthy during this challenging consumer environment.”
“We are pleased to have added the Fells Point team and their expertise in specialty protein and artisanal protein manufacturing to our Chefs' Warehouse family toward the end of the quarter, strengthening our protein presence on the East Coast,” concluded Pappas.
Third Quarter Fiscal 2017 Results
Net sales for the quarter ended September 29, 2017 increased 9.1% to $325.1 million from $297.9 million for the quarter ended September 23, 2016. Organic growth contributed $21.3 million, or 7.2% to sales growth in the quarter. The remaining sales growth of $5.8 million, or 1.9% resulted from the acquisition of Fells Point Wholesale Meats Inc. on August 25, 2017. Organic case count grew approximately 3.6% in our specialty division, which net of the expected attrition from our Chicago fold-in acquisition was 5.2%. In addition, growth in unique customers and placements grew 4.4% and 5.4%, respectively, compared to the prior year quarter. Excluding the impact of the Fells Point acquisition, pounds sold in our protein division declined 1.2% compared to the prior year quarter, impacted in part by the impact of both hurricanes Harvey and Irma. Estimated inflation continued its sequential increase and was 5.3% and 5.1% in our specialty and protein divisions, respectively, compared to the prior year quarter.
Gross profit increased approximately 8.8% to $80.9 million for the third quarter of 2017 from $74.4 million for the third quarter of 2016. Gross profit margin decreased approximately 8 basis points to 24.9% from 25.0%, due in large part to the impact of inflation. Gross margins in the Company's specialty division decreased 12 basis points and decreased 3 basis points in the Company's protein division compared to the prior year quarter.
1Please 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 and modified pro forma EPS to these measures' most directly comparable GAAP measure.
Total operating expenses increased by approximately 6.5% to $70.4 million for the third quarter of 2017 from $66.1 million for the third quarter of 2016. As a percentage of net sales, operating expenses were 21.7% in the third quarter of 2017 compared to 22.2% in the third quarter of 2016. The decrease in the Company’s operating expense ratio is due largely to better utilization of the Company's warehouse facilities, lower warehouse and selling labor costs as a percent of sales, and lower depreciation and amortization expense, offset in part by higher compensation costs related to the Company's management infrastructure.
Operating income for the third quarter of 2017 was $10.5 million compared to $8.3 million for the third quarter of 2016. The increase in operating income was driven primarily by increased gross profit, offset in part by higher operating expenses, as discussed above. As a percentage of net sales, operating income was 3.2% in the third quarter of 2017 compared to 2.8% in the third quarter of 2016.
Total interest expense decreased to $5.6 million for the third quarter of 2017 compared to $5.9 million for the third quarter of 2016 due primarily to a reduction in interest rates charged on the Company's outstanding debt.
Net income for the third quarter of 2017 was $2.9 million, or $0.11 per diluted share, compared to net income of $1.3 million, or $0.05 per diluted share, for the third quarter of 2016.
Adjusted EBITDA1 was $16.4 million for the third quarter of 2017 compared to $14.6 million for the third quarter of 2016. For the third quarter of 2017, modified pro forma net income1 was $2.9 million and modified pro forma EPS1 was $0.11 compared to modified pro forma net income of $1.7 million and modified pro forma EPS of $0.07 for the third quarter of 2016.
Full Year 2017 Guidance
Based on current trends in the business, the Company is providing the following updated financial guidance for fiscal year 2017:
• | Net sales between $1.29 billion and $1.30 billion |
• | Gross profit between $327.0 million and $330.0 million |
• | Net income between $10.0 million and $10.8 million |
• | Net income per diluted share between $0.38 and $0.41 |
• | Adjusted EBITDA between $64.5 million and $66.5 million |
• | Modified pro forma net income per diluted share between $0.39 and $0.43 |
This guidance is based on an effective tax rate of approximately 41.6% and fully diluted shares of approximately 26.2 million shares. Note that the Company does not expect the outstanding convertible notes to be dilutive and accordingly, those convertible shares are not included in the fully diluted share count.
Third Quarter 2017 Earnings Conference Call
The Company will host a conference call to discuss third quarter 2017 financial results today at 5:00 p.m. EST. Hosting the call will be Chris Pappas, chairman and chief executive officer, and John Austin, chief financial officer. The conference call will be webcast live from the Company’s investor relations website at http://investors.chefswarehouse.com/. The call can also be accessed live over the phone by dialing (877) 407-4018, or for international callers (201) 689-8471. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13672531. The replay will be available until Wednesday, November 15, 2017, and an online archive of the webcast will be available on the Company’s investor relations website for 30 days.
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
2
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 ability to successfully deploy its operational initiatives to achieve synergies from the acquisition of the Del Monte entities; 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 a 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; the risks of loss of revenue or reductions in operating margins in the Company’s protein business as a result of competitive pressures within this segment of the Company’s business; 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 and its customers' 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 integrate and realize expected synergies from those acquisitions; the Company's ability to service customers from its new Chicago, San Francisco and Las Vegas distribution centers and the expenses associated therewith; increased fuel cost volatility and expectations regarding the use of fuel 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 (“SEC”) on March 10, 2017 and other reports 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. 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, chocolatiers, cruise lines, casinos and specialty food stores. The Chefs' Warehouse, Inc. carries and distributes more than 43,000 products to more than 28,000 customer locations throughout the United States and Canada.
Contact:
Investor Relations
John Austin, CFO, (718) 684-8415
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THE CHEFS' WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2017 AND SEPTEMBER 23, 2016
(unaudited, in thousands except share amounts and per share data)
Thirteen Weeks Ended | Thirty-nine Weeks Ended | ||||||||||||||
September 29, 2017 | September 23, 2016 | September 29, 2017 | September 23, 2016 | ||||||||||||
Net Sales | $ | 325,076 | $ | 297,917 | $ | 944,422 | $ | 849,962 | |||||||
Cost of Sales | 244,171 | 223,525 | 707,017 | 637,809 | |||||||||||
Gross Profit | 80,905 | 74,392 | 237,405 | 212,153 | |||||||||||
Operating Expenses | 70,411 | 66,106 | 211,627 | 187,318 | |||||||||||
Operating Income | 10,494 | 8,286 | 25,778 | 24,835 | |||||||||||
Interest Expense | 5,593 | 5,947 | 17,406 | 35,271 | |||||||||||
Loss on Asset Disposal | 10 | 40 | 10 | 43 | |||||||||||
Income (Loss) Before Income Taxes | 4,891 | 2,299 | 8,362 | (10,479 | ) | ||||||||||
Provision for Income Tax Expense (Benefit) | 2,040 | 956 | 3,479 | (4,360 | ) | ||||||||||
Net Income (Loss) | $ | 2,851 | $ | 1,343 | $ | 4,883 | $ | (6,119 | ) | ||||||
Net Income (Loss) Per Share: | |||||||||||||||
Basic | $ | 0.11 | $ | 0.05 | $ | 0.19 | $ | (0.24 | ) | ||||||
Diluted | $ | 0.11 | $ | 0.05 | $ | 0.19 | $ | (0.24 | ) | ||||||
Weighted Average Common Shares Outstanding: | |||||||||||||||
Basic | 26,092,387 | 25,936,832 | 26,011,913 | 25,911,278 | |||||||||||
Diluted | 27,387,619 | 25,977,171 | 26,063,655 | 25,911,278 | |||||||||||
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THE CHEFS' WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 29, 2017 AND DECEMBER 30, 2016
(in thousands)
September 29, 2017 | December 30, 2016 | ||||||
(unaudited) | |||||||
Cash | $ | 4,071 | $ | 32,862 | |||
Accounts receivable, net | 135,398 | 128,030 | |||||
Inventories, net | 109,862 | 87,498 | |||||
Prepaid expenses and other current assets | 11,564 | 16,101 | |||||
Total current assets | 260,895 | 264,491 | |||||
Equipment and leasehold improvements, net | 69,041 | 62,183 | |||||
Software costs, net | 5,114 | 5,927 | |||||
Goodwill | 172,943 | 163,784 | |||||
Intangible assets, net | 143,533 | 131,131 | |||||
Other assets | 3,024 | 6,022 | |||||
Total assets | $ | 654,550 | $ | 633,538 | |||
Accounts payable | $ | 83,067 | $ | 65,514 | |||
Accrued liabilities | 16,871 | 17,546 | |||||
Accrued compensation | 11,156 | 9,519 | |||||
Current portion of long-term debt | 4,224 | 14,795 | |||||
Total current liabilities | 115,318 | 107,374 | |||||
Long-term debt, net of current portion | 315,115 | 317,725 | |||||
Deferred taxes, net | 9,113 | 6,958 | |||||
Other liabilities | 10,528 | 7,721 | |||||
Total liabilities | 450,074 | 439,778 | |||||
Preferred stock | — | — | |||||
Common stock | 266 | 263 | |||||
Additional paid in capital | 132,405 | 127,180 | |||||
Cumulative foreign currency translation adjustment | (1,581 | ) | (2,186 | ) | |||
Retained earnings | 73,386 | 68,503 | |||||
Stockholders' equity | 204,476 | 193,760 | |||||
Total liabilities and stockholders' equity | $ | 654,550 | $ | 633,538 | |||
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THE CHEFS' WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2017 AND SEPTEMBER 23, 2016
(unaudited, in thousands)
September 29, 2017 | September 23, 2016 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 4,883 | $ | (6,119 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation | 6,322 | 4,966 | |||||
Amortization | 8,712 | 8,704 | |||||
Provision for allowance for doubtful accounts | 2,841 | 2,674 | |||||
Deferred credits | 254 | 1,340 | |||||
Deferred taxes | 1,755 | 1,169 | |||||
Amortization of deferred financing fees | 1,574 | 1,209 | |||||
Loss on debt extinguishment | — | 22,310 | |||||
Stock compensation | 2,384 | 1,909 | |||||
Loss on sale of assets | 10 | 43 | |||||
Change in fair value of contingent earn-out liability | 72 | (1,601 | ) | ||||
Changes in assets and liabilities, net of acquisitions: | |||||||
Accounts receivable | (5,760 | ) | 4,627 | ||||
Inventories | (19,731 | ) | 5,638 | ||||
Prepaid expenses and other current assets | 1,668 | (15,612 | ) | ||||
Accounts payable and accrued liabilities | 20,430 | (8,424 | ) | ||||
Other liabilities | (1,997 | ) | (1,186 | ) | |||
Other assets | (214 | ) | (439 | ) | |||
Net cash provided by operating activities | 23,203 | 21,208 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (9,860 | ) | (11,532 | ) | |||
Cash paid for acquisitions, net of cash received | (29,722 | ) | (19,742 | ) | |||
Net cash used in investing activities | (39,582 | ) | (31,274 | ) | |||
Cash flows from financing activities: | |||||||
Payment of debt | (11,641 | ) | (156,655 | ) | |||
Proceeds from issuance of debt | — | 315,810 | |||||
Net change in revolving credit facility | — | (93,382 | ) | ||||
Cash paid for deferred financing fees | — | (7,691 | ) | ||||
Debt prepayment penalty and other fees | — | (21,219 | ) | ||||
Cash paid for contingent earn-out liability | (500 | ) | (2,660 | ) | |||
Surrender of shares to pay withholding taxes | (455 | ) | (552 | ) | |||
Net cash (used in) provided by financing activities | (12,596 | ) | 33,651 | ||||
Effect of foreign currency translation on cash and cash equivalents | 184 | 152 | |||||
Net (decrease) increase in cash and cash equivalents | (28,791 | ) | 23,737 | ||||
Cash and cash equivalents at beginning of period | 32,862 | 2,454 | |||||
Cash and cash equivalents at end of period | $ | 4,071 | $ | 26,191 | |||
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THE CHEFS' WAREHOUSE, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) PER COMMON SHARE
THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2017 AND SEPTEMBER 23, 2016
(unaudited; in thousands except share amounts and per share data)
Thirteen Weeks Ended | Thirty-nine Weeks Ended | ||||||||||||||
September 29, 2017 | September 23, 2016 | September 29, 2017 | September 23, 2016 | ||||||||||||
Numerator: | |||||||||||||||
Net Income (Loss) | $ | 2,851 | $ | 1,343 | $ | 4,883 | $ | (6,119 | ) | ||||||
Add effect of dilutive securities: | |||||||||||||||
Interest on convertible notes, net of tax | 134 | — | — | — | |||||||||||
Adjusted Net Income (Loss) | $ | 2,985 | $ | 1,343 | $ | 4,883 | $ | (6,119 | ) | ||||||
Denominator: | |||||||||||||||
Weighted average basic common shares outstanding | 26,092,387 | 25,936,832 | 26,011,913 | 25,911,278 | |||||||||||
Dilutive effect of unvested common shares | 57,858 | 40,339 | 51,742 | — | |||||||||||
Dilutive effect of convertible notes | 1,237,374 | — | — | — | |||||||||||
Weighted average diluted common shares outstanding | 27,387,619 | 25,977,171 | 26,063,655 | 25,911,278 | |||||||||||
Net Income (Loss) Per Share: | |||||||||||||||
Basic | 0.11 | 0.05 | 0.19 | (0.24 | ) | ||||||||||
Diluted | 0.11 | 0.05 | 0.19 | (0.24 | ) | ||||||||||
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THE CHEFS' WAREHOUSE, INC.
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET INCOME (LOSS)
FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2017 AND SEPTEMBER 23, 2016
(unaudited; in thousands)
Thirteen Weeks Ended | Thirty-nine Weeks Ended | ||||||||||||||
September 29, 2017 | September 23, 2016 | September 29, 2017 | September 23, 2016 | ||||||||||||
Net Income (Loss) | $ | 2,851 | $ | 1,343 | $ | 4,883 | $ | (6,119 | ) | ||||||
Interest expense | 5,593 | 5,947 | 17,406 | 35,271 | |||||||||||
Depreciation | 2,095 | 2,029 | 6,322 | 4,966 | |||||||||||
Amortization | 2,981 | 3,137 | 8,712 | 8,704 | |||||||||||
Provision for income tax (benefit) expense | 2,040 | 956 | 3,479 | (4,360 | ) | ||||||||||
EBITDA (1) | 15,560 | 13,412 | 40,802 | 38,462 | |||||||||||
Adjustments: | |||||||||||||||
Stock compensation (2) | 770 | 540 | 2,384 | 1,909 | |||||||||||
Duplicate rent (3) | — | 196 | 86 | 628 | |||||||||||
Integration and deal costs/third party transaction costs (4) | — | 152 | — | 424 | |||||||||||
Change in fair value of earn-out obligation (5) | 24 | 215 | 72 | (1,601 | ) | ||||||||||
Moving expenses (6) | 64 | 99 | 438 | 511 | |||||||||||
Adjusted EBITDA (1) | $ | 16,418 | $ | 14,614 | $ | 43,782 | $ | 40,333 | |||||||
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 expense for our Bronx, NY, Chicago, IL and San Francisco, CA distribution facilities. |
4. | Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal, integration, and cash and non-cash stock transaction bonuses. |
5. | Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions. |
6. | Represents moving expenses for the consolidation of our Chicago, IL, San Francisco, CA, Los Angeles, CA and Miami, FL facilities. |
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THE CHEFS' WAREHOUSE, INC.
RECONCILIATION OF MODIFIED PRO FORMA NET INCOME TO NET INCOME (LOSS)
THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2017 AND SEPTEMBER 23, 2016
(unaudited; in thousands except share amounts and per share data)
Thirteen Weeks Ended | Thirty-nine Weeks Ended | ||||||||||||||
September 29, 2017 | September 23, 2016 | September 29, 2017 | September 23, 2016 | ||||||||||||
Net Income (Loss) | $ | 2,851 | $ | 1,343 | $ | 4,883 | $ | (6,119 | ) | ||||||
Adjustments to Reconcile Net Income (Loss) to Modified Pro Forma Net Income (1): | |||||||||||||||
Duplicate rent (2) | — | 196 | 86 | 628 | |||||||||||
Integration and deal costs/third party transaction costs (3) | — | 152 | — | 424 | |||||||||||
Moving expenses (4) | 64 | 99 | 438 | 511 | |||||||||||
Change in fair value of earn-out obligations (5) | 24 | 215 | 72 | (1,601 | ) | ||||||||||
Loss on early extinguishment of debt (6) | — | — | — | 22,310 | |||||||||||
Tax effect of adjustments (7) | (37 | ) | (275 | ) | (248 | ) | (9,265 | ) | |||||||
Total Adjustments | 51 | 387 | 348 | 13,007 | |||||||||||
Modified Pro Forma Net Income | $ | 2,902 | $ | 1,730 | $ | 5,231 | $ | 6,888 | |||||||
Diluted Earnings per Share - Modified Pro Forma | $ | 0.11 | $ | 0.07 | $ | 0.20 | $ | 0.27 | |||||||
Diluted Shares Outstanding - Modified Pro Forma | 27,387,619 | 25,977,171 | 26,063,655 | 25,911,278 | |||||||||||
1. | We are presenting modified pro forma net income and modified pro forma earnings per 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 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 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 expense for our Bronx, NY, Chicago, IL and San Francisco, CA distribution facilities. |
3. | Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal, integration and cash and non-cash stock transaction bonuses. |
4. | Represents moving expenses for the consolidation of our Chicago, IL, San Francisco, CA, Los Angeles, CA and Miami, FL facilities. |
5. | Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions. |
6. | Represents write-off of deferred financing fees for the refinancing of our term loan and revolving credit facility and the prepayment penalties for the early extinguishment of our senior secured notes. |
7. | Represents the tax effect of items 2 through 6 above. |
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THE CHEFS' WAREHOUSE, INC.
RECONCILIATION OF MODIFIED PRO FORMA NET INCOME PER COMMON SHARE
THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2017 AND SEPTEMBER 23, 2016
(unaudited; in thousands except share amounts and per share data)
Thirteen Weeks Ended | Thirty-nine Weeks Ended | ||||||||||||||
September 29, 2017 | September 23, 2016 | September 29, 2017 | September 23, 2016 | ||||||||||||
Numerator: | |||||||||||||||
Modified Pro Forma Net Income | $ | 2,902 | $ | 1,730 | $ | 5,231 | $ | 6,888 | |||||||
Add effect of dilutive securities: | |||||||||||||||
Interest on convertible notes, net of tax | 134 | — | — | — | |||||||||||
Adjusted Modified Pro Forma Net Income | $ | 3,036 | $ | 1,730 | $ | 5,231 | $ | 6,888 | |||||||
Denominator: | |||||||||||||||
Weighted average basic common shares outstanding | 26,092,387 | 25,936,832 | 26,011,913 | 25,911,278 | |||||||||||
Dilutive effect of unvested common shares | 57,858 | 40,339 | 51,742 | — | |||||||||||
Dilutive effect of convertible notes | 1,237,374 | — | — | — | |||||||||||
Weighted average diluted common shares outstanding | 27,387,619 | 25,977,171 | 26,063,655 | 25,911,278 | |||||||||||
Modified Pro Forma Net Income per share: | |||||||||||||||
Diluted | $ | 0.11 | $ | 0.07 | $ | 0.20 | $ | 0.27 | |||||||
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THE CHEFS' WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2017
(unaudited; in thousands)
Low-End Guidance | High-End Guidance | ||||||
Net Income: | $ | 10,000 | $ | 10,800 | |||
Provision for income tax expense | 7,200 | 7,700 | |||||
Depreciation & amortization | 20,700 | 21,000 | |||||
Interest expense | 22,700 | 23,000 | |||||
EBITDA (1) | 60,600 | 62,500 | |||||
Adjustments: | |||||||
Stock compensation (2) | 3,300 | 3,300 | |||||
Duplicate occupancy and moving costs (3) | 500 | 600 | |||||
Change in fair value of earn-out obligation (4) | 100 | 100 | |||||
Adjusted EBITDA (1) | $ | 64,500 | $ | 66,500 | |||
1. | We are presenting estimated 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 currently estimated results and which we believe, when considered with both our estimated GAAP results and the reconciliation to our estimated 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 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 associated with awards of restricted shares of our common stock to our key employees and our independent directors. |
3. | Represents occupancy costs, including rent, utilities and insurance, and moving costs expected to be incurred in connection with the Company's facility consolidations while we are unable to use those facilities. |
4. | Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions. |
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THE CHEFS' WAREHOUSE, INC.
2017 FULLY DILUTED EPS GUIDANCE RECONCILIATION TO 2017 MODIFIED
PRO FORMA FULLY DILUTED EPS GUIDANCE (1)(2)
Low-End | High-End | ||||||
Guidance | Guidance | ||||||
Net income per diluted share | $ | 0.38 | $ | 0.41 | |||
Change in fair value of earn-out obligations (3) | 0.00 | 0.00 | |||||
Duplicate occupancy and moving costs (4) | 0.01 | 0.02 | |||||
Modified pro forma net income per diluted share | $ | 0.39 | $ | 0.43 | |||
1. | We are presenting estimated modified pro forma EPS, which is not a measurement determined in accordance with U.S. generally accepted accounting principles, or GAAP, because we believe this measure provides an additional metric to evaluate our currently estimated results and which we believe, when considered with both our estimated GAAP results and the reconciliation to estimated net income per diluted share, provides a more complete understanding of our expectations for our business than could be obtained absent this disclosure. We use 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 EPS as a performance measure permits a comparative assessment of our expectations regarding our estimated operating performance relative to our estimated operating performance based on 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. | Guidance is based upon an estimated effective tax rate of 41.6% and an estimated fully diluted share count of approximately 26.2 million shares. |
3. | Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions. |
4. | Represents occupancy costs, including rent, utilities and insurance, and moving costs expected to be incurred in connection with the Company's facility consolidations while we are unable to use those facilities. |
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