Chefs' Warehouse, Inc.: Form 10-Q for the period ended Jun 27, 2025

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 27, 2024 (the “2024 Form 10-K”) filed with the SEC. Unless otherwise indicated, the terms “Company”, “Chefs’ Warehouse”, “we”, “us” and “our” refer to The Chefs’ Warehouse, Inc. and its subsidiaries. All dollar amounts included in the tables in the following discussion are presented in thousands.

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 88,000 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 50,000 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 center-of-the-plate products directly to consumers through our Allen Brothers subsidiary.

RESULTS OF OPERATIONS

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Thirteen Weeks Ended June 27, 2025 Compared to Thirteen Weeks Ended June 28, 2024

Net Sales

Net sales increased due to organic growth as there was no impact from acquisitions. Case count increased approximately 3.5% in our specialty category. In addition, unique customers and placements in our specialty category increased 3.6% and 8.7%, respectively, compared to the prior year quarter. Pounds sold in our center-of-the-plate category decreased 4.0% compared to the prior year quarter, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation was 5.0% in our specialty category and 10.8% in our center-of-the-plate category compared to the prior year quarter.

Gross Profit

Gross profit dollars increased primarily as a result of sales growth and price inflation. Gross profit margin increased approximately 59 basis points. Gross profit margins increased 59 basis points in the Company’s specialty category and increased 56 basis points in the Company’s center-of-the-plate category.

Selling, General and Administrative Expenses

The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation expense driven by facility and fleet investments and higher self-insurance expense. Our ratio of selling, general and administrative expenses to net sales increased 30 basis points due to the higher costs, partially offsetting our sales growth.

Other Operating Expenses, Net

Other operating expenses, net increased by $0.1 million primarily due to a higher loss on asset disposals in the current quarter compared to the prior year quarter, almost entirely offset by lower third-party deal costs incurred in connection with business acquisitions and financing arrangements.

Interest Expense

Interest expense decreased primarily due to lower aggregate principal amounts of debt outstanding and lower interest rates in the current quarter compared to the prior year quarter.

Provision for Income Tax Expense

The Company’s effective tax rate was 28.0% and 30.0% for the thirteen weeks ended June 27, 2025 and June 28, 2024, respectively. The effective tax rate for the thirteen weeks ended June 27, 2025 reflects the annual effective tax rate estimated for the full fiscal year.

Twenty-Six Weeks Ended June 27, 2025 Compared to Twenty-Six Weeks Ended June 28, 2024

Net Sales

Net sales increased due to organic growth as there was no impact from acquisitions. Case count increased approximately 4.5% in our specialty category. In addition, unique customers and placements in our specialty category increased 4.0% and 8.2%, respectively, compared to the prior year period. Pounds sold in our center-of-the-plate category decreased 2.7% compared to the prior year period, primarily due to our exit from a non-core commodity poultry program in fiscal 2025. Estimated inflation was 4.9% in our specialty category and 8.4% in our center-of-the-plate category compared to the prior year period.

Gross Profit

Gross profit dollars increased primarily as a result of sales growth and price inflation. Gross profit margin increased approximately 22 basis points. Gross profit margins increased 34 basis points in the Company’s specialty category and decreased 11 basis points in the Company’s center-of-the-plate category.

Selling, General and Administrative Expenses

The increase in selling, general and administrative expenses was primarily due to higher costs associated with compensation and benefits to support sales growth, higher depreciation expense driven by facility and fleet investments and higher self-insurance expense. Our ratio of selling, general and administrative expenses to net sales decreased 10 basis points due to sales growth combined with certain benefits derived from our investments in our facility and distribution operations.

Other Operating Expenses, Net

The decrease in other operating expense, net was primarily due to lower employee severance charges during the twenty-six weeks ended June 27, 2025 compared to the prior year period.

Interest Expense

Interest expense decreased primarily due to lower aggregate principal amounts of debt outstanding and lower interest rates in the current period compared to the prior year.

Provision for Income Taxes

The Company’s effective tax rate was 24.9% and 30.0% for the twenty-six weeks ended June 27, 2025 and June 28, 2024, respectively. The effective tax rate for the twenty-six weeks ended June 27, 2025 reflects the annual effective tax rate estimated for the full fiscal year, adjusted for a discrete item related to a tax benefit from the vesting of stock awards during the period.

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:

Financing Transactions

In June 2025, we entered into an amendment to our senior secured term loan agreement, which reduced the interest rate spread by 50 basis points on our senior secured term loan facility. Additionally, during the twenty-six weeks ended June 27, 2025 and June 28, 2024, we made voluntary principal prepayments of $5.0 million and $8.0 million, respectively, towards the senior secured term loan.

The GreenLeaf Note matured on April 20, 2025, and we made the final principal payment of $5.0 million during the twenty-six weeks ended June 27, 2025. Previously, we made a scheduled principal payment of $5.0 million towards the GreenLeaf Note during the twenty-six weeks ended June 28, 2024. The GreenLeaf Note is presented at December 27, 2024 under the caption “Finance leases and other financing obligations” in the table above.

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. During the twenty-six weeks ended June 27, 2025, we repurchased 159,982 shares of our common stock at an average purchase price of $62.51 per share. During the twenty-six weeks ended June 28, 2024, we repurchased 264,076 shares of our common stock at an average purchase price of $37.86 per share. The share repurchases were funded by our available cash. The remaining share purchase authorization was $72.6 million at June 27, 2025. 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:

(1) We define working capital as current assets less current liabilities.

We expect our capital expenditures, excluding cash paid for acquisitions, for fiscal 2025 will be approximately $40.0 million to $50.0 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.

Cash Flows

The following table presents selected financial information on cash flows:

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 $64.1 million for the twenty-six weeks ended June 27, 2025 compared to $60.2 million for the twenty-six weeks ended June 28, 2024. The increase in cash provided by operating activities was primarily due to sales growth and lower cash paid for interest, partially offset by a strategic pull-forward of certain inventory purchases.

Net cash used in investing activities was $22.3 million for the twenty-six weeks ended June 27, 2025, driven by capital expenditures.

Net cash used in financing activities was $59.6 million for the twenty-six weeks ended June 27, 2025 driven by $20.0 million of payments under our revolving credit facilities, $11.5 million of payments of term loan debt, $11.6 million paid for shares surrendered to pay tax withholding related to the vesting of equity incentive plan awards, $10.0 million used to repurchase our common stock and $6.5 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.

Interest Rate Risk

Our exposure to interest rate market risk relates primarily to our long-term debt. As of June 27, 2025, we had aggregate indebtedness outstanding of $353.5 million that bore interest at variable rates. A 100 basis point increase in market interest rates would decrease our after-tax earnings by approximately $2.5 million per annum, holding other variables constant.

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 June 27, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 27, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 27, 2024. In addition to the information contained herein, you should consider the risk factors disclosed in our Annual Report on Form 10-K.