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 filed with the Securities and Exchange Commission (“SEC”) on March 10, 2017.February 28, 2023. Unless otherwise indicated, the terms Company, Chefs’ Warehouse, we, us“Company”, “Chefs’ Warehouse”, “we”, “us” and our“our” refer to The Chefs’ Warehouse, Inc. and its subsidiaries. All dollar amounts are in thousands.
OVERVIEW
Business Overview
We are a premier distributor of specialty foods in eight of the leading culinary markets in the United States.States and the Middle East. We offer more than 43,000 SKUs,55,000 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 28,00040,000 customer locations, primarily located in our 1523 geographic markets across the United States, Middle East and Canada, and the majority of our customers are independent restaurants and fine dining establishments. As a result of our acquisition of Allen Brothers, weWe also sell certain of our center-of-the-plate products directly to consumers.consumers through our Allen Brothers and “Shop Like a Chef” retail channels.
We believe several key differentiating factors of our business model have enabled us to execute our strategy consistently and profitably across our expanding customer base. These factors consist of a portfolio of distinctive and hard-to-find specialty food products, an extensive selection of center-of-the-plate proteins, a highly trained and motivated sales force, strong sourcing capabilities, a fully integrated warehouse management system, a highly sophisticated distribution and logistics platform and a focused, seasoned management team.
In recent years, our sales to existing and new customers have increased through the continued growth in demand for specialty food products and center-of-the-plate products in general; increased market share driven by our large percentage of sophisticated and experienced sales professionals, our high-quality customer service and our extensive breadth and depth of product offerings; the acquisition of other specialty food and center-of-the-plate distributors; the expansion of our existing distribution centers; our entry into new distribution centers, including the construction of a new distribution center and our acquisition of MT Food in Chicago; and the import and sale of our proprietary brands. Through these efforts, we believe that we have been able to expand our customer base, enhance and diversify our product selections, broaden our geographic penetration and increase our market share.Recent Acquisitions
RECENT ACQUISITIONS
On August 25, 2017,May 1, 2023, the Company entered into an asseta stock purchase agreement to acquire substantially all of the assetsequity interests of Fells Point,Oakville Produce Partners, LLC (“GreenLeaf”), a leading produce and specialty protein manufacturer andfood distributor based in the metro Baltimore and Washington DC area.Northern California. The aggregatefinal purchase price for the transaction at acquisition date was approximately $33,022, including the impact$86.1 million consisting of an initial net working capital adjustment which is subject to a post-closing working capital adjustment true up. Approximately $29,722 was$72.2 million paid in cash at closing, $1.5 million paid upon settlement of a net working capital true-up, the issuance of a $10.0 million unsecured note, and the remaining $3,300 consisted of 185,44275,008 shares of the Company'sCompany’s common stock.stock with an approximate value of $2.5 million.
On June 27, 2016, the CompanyMarch 20, 2023, pursuant to an asset purchase agreement, we acquired substantially all of the assets of MT Food,Hardie’s F&V, LLC (“Hardie’s Fresh Foods”), a specialty foodproduce distributor based outwith operations in Texas. The initial purchase price was approximately $42.1 million, consisting of Chicago, IL. The$38.0 million paid in cash at closing, subject to customary working capital adjustments, and an earn-out liability valued at approximately $4.1 million as of the acquisition date. If earned, the earn-out liability could total up to $10.0 million over a two-year period.
During the twenty-six weeks ended June 30, 2023 , the Company completed three other acquisitions for an aggregate purchase price for the transactionof approximately $16.9 million, consisting of $13.0 million paid in cash at acquisition date was $22,000, including an additional $500 payable eighteen months after the closing, date and an earn-out of $500, paid during the second quarter of fiscal 2017. The final aggregate purchase price is subject to the impact of a customary netcustomer working capital true-up.
Our Growth Strategies and Outlook
We continue to invest in our people, facilities and technology in an effort to achieve the following objectives and maintain our premier position within the specialty foodservice distribution market:
sales and service territory expansion;
operational excellence and high customer service levels;
expanded purchasing programs and improved buying power;
product innovation and new product category introduction;
operational efficiencies through system enhancements; and
operating expense reduction through the centralizationadjustments, earn-out liabilities valued at approximately of general and administrative functions.
Our growth has allowed us to improve upon our organization’s infrastructure, open new distribution facilities and pursue selective acquisitions. Over the last several years, we have increased our distribution capacity to approximately 1.3$1.7 million square feet in 25 distribution facilities at September 29, 2017. From the second half of fiscal 2013 through the third quarter of fiscal 2017, we have invested significantly in acquisitions, infrastructure and management.
Key Factors Affecting Our Performance
Due to our focus on menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores, our results of operations are materially impacted by the successas of the food-away-from-home industrydates of acquisition, and $2.2 million of deferred payments. If earned, the earn-out liabilities could total up to $2.6 million in the United States and Canada, which is materially impacted by general economic conditions, weather, discretionary spending levels and consumer confidence. When economic conditions deteriorate, our customers businesses are negatively impacted as fewer people eat away-from-home and those who do spend less money. As economic conditions begin to improve, our customers’ businesses historically have likewise improved, which contributes to improvements in our business. Likewise, the direct-to-consumer business of our Allen Brothers subsidiary is significantly dependent on consumers’ discretionary spending habits, and weakness or uncertainty in the economy could lead to consumers buying less from Allen Brothers.aggregate.
Volatile food costs may have a direct impact upon our profitability. Prolonged periods of product cost inflation may have a negative impact on our profit margins and results of operations to the extent we are unable to pass on all or a portion of such product cost increases to our customers. In addition, product cost inflation may negatively impact consumer discretionary spending decisions within our customers’ establishments, which could adversely impact our sales. Conversely, our profit levels may be negatively impacted during periods of product cost deflation even though our gross profit as a percentage of sales may remain relatively constant. However, some of our products, particularly certain of our protein items, are priced on a cost plus a dollar markup, which helps mitigate the negative impact of deflation.
Given our wide selection of product categories, as well as the continuous introduction of new products, we can experience shifts in product sales mix that have an impact on net sales and gross profit margins. This mix shift is most significantly impacted by the introduction of new categories of products in markets that we have more recently entered, the shift in product mix resulting from acquisitions, as well as the continued growth in item penetration on higher velocity items such as dairy products.
The foodservice distribution industry is fragmented but consolidating, and we have supplemented our internal growth through selective strategic acquisitions. We believe that the consolidation trends in the foodservice distribution industry will continue to present acquisition opportunities for us, which may allow us to grow our business at a faster pace than we would otherwise be able to grow the business organically.
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of net sales: | | | | | | | | | | | | | | | | | | | | | | | |
| Thirteen Weeks Ended | | Twenty-Six Weeks Ended |
| June 30, 2023 | | June 24, 2022 | | June 30, 2023 | | June 24, 2022 |
| Net sales | $ | 881,820 | | | $ | 648,104 | | | $ | 1,601,465 | | | $ | 1,160,207 | |
| Cost of sales | 673,376 | | | 492,100 | | | 1,223,313 | | | 886,690 | |
| Gross profit | 208,444 | | | 156,004 | | | 378,152 | | | 273,517 | |
| Selling, general and administrative expenses | 179,042 | | | 124,487 | | | 335,179 | | | 234,573 | |
| Other operating expenses, net | 4,062 | | | 3,883 | | | 5,734 | | | 5,046 | |
| Operating income | 25,340 | | | 27,634 | | | 37,239 | | | 33,898 | |
| | | | | | | |
| | | | | | | |
| Interest expense | 12,006 | | | 4,465 | | | 22,012 | | | 8,830 | |
| Income before income taxes | 13,334 | | | 23,169 | | | 15,227 | | | 25,068 | |
| Provision for income tax expense | 3,467 | | | 6,254 | | | 3,959 | | | 6,768 | |
| Net income | $ | 9,867 | | | $ | 16,915 | | | $ | 11,268 | | | $ | 18,300 | |
| | | | | | | |
|
| | | | | | | | | | | | |
| | | Thirteen Weeks Ended | | Thirty-nine Weeks Ended |
| | | September 29, 2017 | | September 23, 2016 | | September 29, 2017 | | September 23, 2016 |
| Net sales | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Cost of sales | | 75.1 | % | | 75.0 | % | | 74.9 | % | | 75.0 | % |
| Gross profit | | 24.9 | % | | 25.0 | % | | 25.1 | % | | 25.0 | % |
| Operating expenses | | 21.7 | % | | 22.2 | % | | 22.4 | % | | 22.0 | % |
| Operating income | | 3.2 | % | | 2.8 | % | | 2.7 | % | | 3.0 | % |
| Other expense | | 1.7 | % | | 2.0 | % | | 1.8 | % | | 4.2 | % |
| Income (loss) before income tax expense | | 1.5 | % | | 0.8 | % | | 0.9 | % | | (1.2 | )% |
| Provision for income taxes | | 0.6 | % | | 0.3 | % | | 0.4 | % | | (0.5 | )% |
| Net income (loss) | | 0.9 | % | | 0.5 | % | | 0.5 | % | | (0.7 | )% |
Management evaluates the results of operations and cash flows using a variety of key performance indicators, including net sales compared to prior periods and internal forecasts, costs of our products and results of our cost-control initiatives, and use of operating cash. These indicators are discussed throughout the Results“Results of OperationsOperations” and Liquidity“Liquidity and Capital ResourcesResources” sections of this MD&A.
Thirteen Weeks Ended September 29, 2017June 30, 2023 Compared to Thirteen Weeks Ended September 23, 2016June 24, 2022
Net Sales
Our net sales for the thirteen weeks ended September 29, 2017 increased approximately 9.1%, or $27,159, to $325,076 from $297,917 for the thirteen weeks ended September 23, 2016. | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Net sales | $ | 881,820 | | | $ | 648,104 | | | $ | 233,716 | | | 36.1 | % |
Organic growth contributed $21,344,$52.6 million, or 7.2%8.1%, to sales growth inand the quarter. The remaining sales growth of $5,815,$181.1 million, or 1.9%28.0%, resulted from the acquisition of Fells Point on August 25, 2017.acquisitions. Organic case count grewincreased approximately 3.6%,10.0% in our specialty division, which net of the expected attrition from our MT Food fold-in acquisition in Chicago was 5.2%.category. In addition, adjusted growth inspecialty unique customers and placements grew 4.4%increased 8.7% and 5.4%11.9%, respectively, compared to the prior year quarter. Poundsperiod. Organic pounds sold in our protein division declined 1.2%center-of-the-plate category increased 5.9% compared to the prior year. Estimated inflation was 5.7% in our specialty category and 1.1% in our center-of-the-plate category compared to the prior year earlier 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.period.
Gross Profit
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Gross profit | $ | 208,444 | | | $ | 156,004 | | | $ | 52,440 | | | 33.6 | % |
| Gross profit margin | 23.6 | % | | 24.1 | % | | | | |
| | | | | | | |
Gross profit dollars increased primarily as a result of increased sales and price inflation. Gross profit margin decreased approximately 8.8%, or $6,513,43 basis points. Gross profit margins decreased 70 basis points in the Company’s specialty category and decreased 174 basis points in the Company’s center-of-the-plate category. Estimated inflation was 5.7% in the Company’s specialty category and 1.1% in the center-of-the-plate category compared to $80,905the prior year period. Gross profit margins decreased primarily due to product mix changes versus prior year, including the growth in hospitality related product sales and lower gross profit dollars per unit in certain protein categories due to price change volatility during the latter part of the second quarter of 2023.
Selling, General and Administrative Expenses
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Selling, general and administrative expenses | $ | 179,042 | | | $ | 124,487 | | | $ | 54,555 | | | 43.8 | % |
| Percentage of net sales | 20.3 | % | | 19.2 | % | | | | |
| | | | | | | |
The increase in selling, general and administrative expenses was primarily due to higher depreciation and amortization driven primarily by acquisitions and higher costs associated with compensation and benefits, facilities costs, and distribution costs to
support sales growth. Our ratio of selling, general and administrative expenses to net sales increased 110 basis points due to increased near-term costs associated with our investments in facilities and acquisitions.
Other Operating Expenses, Net
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Other operating expenses, net | $ | 4,062 | | | $ | 3,883 | | | $ | 179 | | | 4.6 | % |
| | | | | | | |
| | | | | | | |
Other operating expense increased by approximately $0.2 million primarily due to an impairment on customer relationship intangible assets of $1.8 million related to the loss of a significant Hardie’s Fresh Foods customer post acquisition and a $1.0 million increase in third-party deal costs incurred in connection with business acquisitions and financing arrangements, partially offset by non-cash charges of $0.7 million for changes in the fair value of our contingent earn-out liabilities compared to non-cash charges of $3.3 million in the prior year.
Interest Expense
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Interest expense | $ | 12,006 | | | $ | 4,465 | | | $ | 7,541 | | | 168.9 | % |
| | | | | | | |
| | | | | | | |
Interest expense increased primarily driven by higher principal amounts of outstanding debt due to our 2028 convertible notes issued on December 13, 2022, our term loan refinancing on August 23, 2022, an increase in amounts drawn on our asset-based loan facility and higher rates of interest charged on the variable rate portion of our outstanding debt.
Provision for Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Provision for income tax expense | $ | 3,467 | | | $ | 6,254 | | | $ | (2,787) | | | (44.6) | % |
| Effective tax rate | 26.0 | % | | 27.0 | % | | | | |
| | | | | | | |
The lower effective tax rate for the thirteen weeks ended September 29, 2017,June 30, 2023 was primarily driven by a greater mix of foreign earnings that are subject to tax rates below the US statutory rate of 21%.
Twenty-Six Weeks Ended June 30, 2023 Compared to Twenty-Six Weeks Ended June 24, 2022
Net Sales
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Net sales | $ | 1,601,465 | | | $ | 1,160,207 | | | $ | 441,258 | | | 38.0 | % |
Organic growth contributed $140.5 million, or 12.1%, to sales growth and the remaining sales growth of $300.8 million, or 25.9%, resulted from $74,392 for the thirteen weeks ended September 23, 2016. Gross profit margin decreasedacquisitions. Organic case count increased approximately 8 basis points to 24.9% from 25.0%33.2% in our specialty category. In addition, specialty unique customers and placements increased 14.3% and 14.3%, 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 divisionrespectively, compared to the prior year quarter.
Operating Expenses
Total operating expensesperiod. Organic pounds sold in our center-of-the-plate category increased by approximately 6.5%, or $4,305, to $70,411 for the thirteen weeks ended September 29, 2017 from $66,106 for the thirteen weeks ended September 23, 2016. As a percentage of net sales, operating expenses were 21.7% in the second quarter of 20179.8% compared to 22.2%the prior year. Estimated inflation was 5.6% in our specialty category and 2.1% in our center-of-the-plate category compared to the second quarterprior year period.
Gross Profit
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Gross profit | 378,152 | | | 273,517 | | | 104,635 | | | 38.3 | % |
| Gross profit margin | 23.6 | % | | 23.6 | % | | | | |
| | | | | | | |
Gross profit dollars increased primarily as a result of 2016. The 54sales growth and price inflation. Gross profit margin increased approximately 4 basis point decreasepoints. Gross profit margins decreased 12 basis points in the Company’s operating expense ratio is due largely to better utilization of the Company's warehouse facilities, 20specialty category and decreased 126 basis points favorable warehousein the Company’s center-of-the-plate category. Estimated inflation was 5.6% in our specialty category and 2.1% in our center-of-the-plate category compared to the prior year period. Our gross margins were relatively consistent with the prior year period with the specialty category profitability offsetting some margin compression in our center-of-the-plate category.
Selling, General and Administrative Expenses
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Selling, general and administrative expenses | 335,179 | | | 234,573 | | | 100,606 | | | 42.9 | % |
| Percentage of net sales | 20.9 | % | | 20.2 | % | | | | |
| | | | | | | |
The increase in selling, labor costs, 16 basis points,general and administrative expenses was primarily due to higher depreciation and amortization and higher costs associated with compensation and benefits, facilities costs, and fuel costs to support sales growth. Our ratio of selling, general and administrative expenses to net sales increased by 70 due to increased near-term costs associated with our investments in facilities and acquisitions.
Other Operating Expenses, Net
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Other operating expenses, net | 5,734 | | | 5,046 | | | 688 | | | 13.6 | % |
| | | | | | | |
| | | | | | | |
The increase in net other operating expense 22 basis points, offset in part by higher compensation costsrelates primarily to an impairment on customer relationship intangible assets of $1.8 million related to the Company's management infrastructure, 25 basis points.
Operating Income
Operating income for the thirteen weeks ended September 29, 2017 was $10,494 compared to $8,286 for the thirteen weeks ended September 23, 2016. Asloss of a percentage of net sales, operating income was 3.2% for the thirteen weeks ended September 29, 2017 compared to 2.8% for the thirteen weeks ended September 23, 2016. Thesignificant Hardie’s Fresh Foods customer post acquisition and a $1.4 million increase in operating income was driven primarily from the higher gross profit discussed above,third-party deal costs incurred in connection with business acquisitions and financing arrangements, partially offset by higher operating expenses.non-cash charges of $1.1 million for changes in the fair value of our contingent earn-out liabilities in the current period compared to non-cash credits of $3.6 million in the prior year period.
Interest Expense
Total | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Interest expense | 22,012 | | | 8,830 | | | 13,182 | | | 149.3 | % |
| | | | | | | |
| | | | | | | |
Interest expense increased primarily driven by higher principal amounts of outstanding debt due to our 2028 convertible notes issued on December 13, 2022, our term loan refinancing on August 23, 2022, an increase in amounts drawn on our asset-based loan facility and higher rates of interest expense decreased to $5,593 for the thirteen weeks ended September 29, 2017 compared to $5,947 for the thirteen weeks ended September 23, 2016 due primarily to a reduction in interest rates charged on the Company'svariable rate portion of our outstanding debt.
Provision for Income Taxes
For | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | $ Change | | % Change |
| Provision for income tax expense | 3,959 | | | 6,768 | | | (2,809) | | | (41.5) | % |
| Effective tax rate | 26.0 | % | | 27.0 | % | | | | |
| | | | | | | |
The lower effective tax rate for the thirteentwenty-six weeks ended September 29, 2017, we recorded an effective incomeJune 30, 2023 was primarily driven by a greater mix of foreign earnings that are subject to tax rates below the US statutory rate of 41.7%. For the thirteen weeks ended September 23, 2016, our effective income tax rate was 41.6%21%.
Net Income
Reflecting the factors described above, net income was $2,851 for the thirteen weeks ended September 29, 2017, compared to net income of $1,343 for the thirteen weeks ended September 23, 2016.
Thirty-nine Weeks Ended September 29, 2017 Compared to Thirty-nine Weeks Ended September 23, 2016
Net Sales
Our net sales for the thirty-nine weeks ended September 29, 2017 increased approximately 11.1%, or $94,460, to $944,422 from $849,962 for the thirty-nine weeks ended September 23, 2016. Organic growth contributed $65,401, or 7.7% to sales growth in the quarter. The remaining sales growth resulted from the acquisition of MT Food on June 27, 2016, $23,244 or 2.7%, and from the acquisition of Fells Point on August 25, 2017, $5,815 or 0.7%. Compared to the 2016 period, organic case count grew approximately 5.9%, while the number of unique customers and placements grew 4.6% and 5.8%, respectively, in our specialty business in the first thirty nine weeks of 2017. Pounds sold in our protein division increased 0.4% for the first thirty-nine weeks of 2017 compared to the prior year. Internally calculated inflation was approximately 3.2% during the 2017 period, consisting of 3.7% inflation in our specialty division and 2.5% in our protein division.
Gross Profit
Gross profit increased approximately 11.9%, or $25,252, to $237,405 for the thirty-nine weeks ended September 29, 2017, from $212,153 for the thirty-nine weeks ended September 23, 2016. Gross profit margin increased approximately 18 basis points to 25.1% from 25.0%. Gross profit margins increased approximately 1 basis point in our specialty division. Gross profit margins increased approximately 14 basis points in our protein division.
Operating Expenses
Total operating expenses increased by approximately 13.0%, or $24,309, to $211,627 for the thirty-nine weeks ended September 29, 2017 from $187,318 for the thirty-nine weeks ended September 23, 2016. As a percentage of net sales, operating expenses were 22.4% in the thirty-nine weeks ended September 29, 2017 compared to 22.0% in the thirty-nine weeks ended September 23, 2016. The increase in the Company’s operating expense ratio of 37 basis points is largely attributable to the impact of prior year gains upon the reduction of the Company’s earn-out liabilities, 22 basis points, and investments in additional management personnel, 36 basis points, partially offset by better utilization of the Company's warehouse facilities, 15 basis points.
Operating Income
Operating income for the thirty-nine weeks ended September 29, 2017 was $25,778 compared to $24,835 for the thirty-nine weeks ended September 23, 2016. As a percentage of net sales, operating income was 2.7% for the thirty-nine weeks ended September 29, 2017 compared to 3.0% for the thirty-nine weeks ended September 23, 2016. The increase in operating income was driven primarily from the higher gross profit discussed above partially offset by higher operating expenses.
Interest Expense
Total interest expense decreased to $17,406 for the thirty-nine weeks ended September 29, 2017 compared to $35,271 for the thirty-nine weeks ended September 23, 2016 due primarily to the prior year $22,310 prepayment penalty associated with the Company's debt refinancing in June 2016. This decrease was partially offset by increased interest expense due to higher levels of debt associated with that refinancing.
Provision for Income Taxes
For the thirty-nine weeks ended September 29, 2017, we recorded an effective income tax rate of 41.6%. For the thirty-nine weeks ended September 23, 2016, our effective income tax rate was 41.6%.
Net Income (Loss)
Reflecting the factors described above, net income was $4,883 for the thirty-nine weeks ended September 29, 2017, compared to net loss of $(6,119) for the thirty-nine weeks ended September 23, 2016.
Product Category Sales Mix
The sales mix for the principal product categories for thirteen weeks and thirty-nine weeks ended September 29, 2017 and September 23, 2016 is as follows (dollars in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Thirteen Weeks Ended | | Thirty-nine Weeks Ended |
| | September 29, 2017 | | September 23, 2016 | | September 29, 2017 | | September 23, 2016 |
| Center of the Plate | $ | 151,062 |
| | 47 | % | | $ | 146,552 |
| | 49 | % | | $ | 440,556 |
| | 47 | % | | $ | 416,327 |
| | 49 | % |
| Dry Goods | 56,442 |
| | 17 | % | | 49,488 |
| | 17 | % | | 164,023 |
| | 17 | % | | 142,961 |
| | 17 | % |
| Pastry | 43,654 |
| | 13 | % | | 38,938 |
| | 13 | % | | 128,483 |
| | 14 | % | | 112,732 |
| | 13 | % |
| Cheese | 25,796 |
| | 8 | % | | 23,838 |
| | 8 | % | | 74,544 |
| | 8 | % | | 66,774 |
| | 8 | % |
| Dairy | 23,294 |
| | 7 | % | | 17,926 |
| | 6 | % | | 65,324 |
| | 7 | % | | 51,935 |
| | 6 | % |
| Oils and Vinegar | 18,360 |
| | 6 | % | | 16,211 |
| | 5 | % | | 53,154 |
| | 6 | % | | 45,508 |
| | 5 | % |
| Kitchen Supplies | 6,468 |
| | 2 | % | | 4,964 |
| | 2 | % | | 18,338 |
| | 1 | % | | 13,725 |
| | 2 | % |
| Total | $ | 325,076 |
| | 100 | % | | $ | 297,917 |
| | 100 | % | | $ | 944,422 |
| | 100 | % | | $ | 849,962 |
| | 100 | % |
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 bank indebtedness.equity financing.
Senior Secured Term Loan Credit Facility
OnIndebtedness
The following table presents selected financial information on our indebtedness (in thousands):
| | | | | | | | | | | | | |
| June 30, 2023 | | December 30, 2022 | | |
| Senior secured term loan | $ | 297,750 | | | $ | 299,250 | | | |
| Total convertible debt | 327,184 | | | 333,184 | | | |
| Borrowings outstanding on asset-based loan facility | 90,000 | | | 40,000 | | | |
| Finance leases and other financing obligations | 24,528 | | | 13,548 | | | |
| Total | $ | 739,462 | | | $ | 685,982 | | | |
As of June 22, 2016, Chefs’ Warehouse Parent, LLC (“CW Parent”)30, 2023, we have various floating- and Dairyland USA Corporation (“Dairyland”), as co-borrowers, and The Chefs’ Warehouse, Inc. (the “Company”) and certain other subsidiaries of the Company, as guarantors, entered into a credit agreement (the “Term Loan Credit Agreement”)fixed-rate debt instruments with a group of lendersvarying maturities for which Jefferies Finance LLC (“Jefferies”) acts as administrative agent and collateral agent. The Term Loan Credit Agreement provides for a senior secured term loan B facility (the “Term Loan Facility”) in an aggregate amount of $305,000 with a $50,000 six-month delayed draw term loan facility (the “DDTL”; the loans outstanding under the Term Loan Facility (including the DDTL), the “Term Loans”). Additionally, the Term Loan Facility includes an accordion which permits the Company to request that the lenders extend additional Term Loans in an aggregate principal amount of up to $50,000 (less$714.9 million.
In connection with the aggregate amountGreenLeaf acquisition, we issued a $10.0 million unsecured note which bears interest of certain indebtedness incurred to finance acquisitions) plus an unlimited amount Subject to4.47%. The principal on the Company's consolidated Total Leverage Ration not exceeding 4.90:1.00unsecured note is due in two equal installments on a pro forma basis. Borrowings under the Term Loan Facility were used to repay the Company’s senior secured notes, as well as the prior term loanApril 30, 2024 and revolving credit facility. Remaining funds will be used2025. Our convertible unsecured note matured on June 29, 2023 and was repaid in full, including all accrued interest, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. $4,049 in cash.
On June 27, 2016, the Company drew $14,000 from the DDTL to help pay for the MT Food acquisition. On September 14, 2016, the CompanyJuly 7, 2023 we entered into ana sixth amendment to the Term Loan Credit Agreement under which the remaining portion of the DDTL was terminated, the Company’s interest rate schedule was modified and the Company repaid $25,000 of the outstanding balance of the Term Loans. The interest rate on this facility at September 29, 2017 was 5.99%.
The final maturity of the Term Loan Facility is June 22, 2022. Subject to adjustment for prepayments, the Company is required to make quarterly amortization payments on the Term Loans in an amount equal to 0.25% of the aggregate principal amount of the Term Loans.
The interest rates per annum applicable to Term Loans, will be, at the co-borrowers’ option, equal to either a base rate or an adjusted LIBO rate for one, two, three, six or (if consented to by the lenders) twelve-month interest periods chosen by the Company, in each case plus an applicable margin percentage. A commitment fee is payable in respect of the amount of the undrawn DDTL commitments during the period the DDTL is available, equal to a percentage equal to 50% of the interest rate with respect to Term Loans accruing interest based on the adjusted LIBO rate.
The Term Loan Facility contains customary affirmative covenants, negative covenants (including restrictions, subject to customary exceptions, on incurring debt or liens, paying dividends, repaying payment subordinated and junior lien debt, disposing assets, and making investments and acquisitions), and events of default for a term loan B facility of this type, as more particularly described in the Term Loan Credit Agreement.
As of September 29, 2017, the Company was in compliance with all debt covenants under the Term Loan Facility.
Asset Based Loan Facility
On June 22, 2016, the Company entered into a credit agreement (the “ABL Credit Agreement”) with a group of lenders for which JPMorgan Chase Bank, N.A., acts as administrative agent and collateral agent. The ABL Credit Agreement provides for an asset based loan facility (the “ABL Facility”) inwhich increased the aggregate amount ofcommitments to $300.0 million, up to $75,000. Availability under the ABL Facility will be limited to a borrowing base consisting of the difference of (a) the lesser of: (i) the aggregate amount of commitments or (ii) the sum of specified percentages of eligible receivables and eligible inventory, minus certain availability reserves minus (b) outstanding borrowings. The co-borrowers under the ABL Facility are entitledfrom $200.0 million, maturing on one or more occasions, subject to the satisfaction of certain conditions, to request an increase in the commitments under the ABL Facility in an aggregate principal amount of up to $25,000. The ABL Facility matures on June 22, 2021.March 11, 2027.
The interest rates per annum applicable to loans, other than swingline loans, under the ABL Credit Facility will be, at the co-borrowers’ option, equal to either a base rate or an adjusted LIBO rate for one, two, three, six or (if consented to by the lenders) twelve-month, interest periods chosen by the Company, in each case plus an applicable margin percentage. The Company will pay certain recurring fees with respect to the ABL Facility, including fees on the unused commitments of the lenders.The ABL Facility contains customary affirmative covenants, negative covenants and events of default as more particularly described in the ABL Credit Agreement. The ABL Facility will require compliance with a minimum consolidated fixed charge coverage ratio of 1:1 if the amount of availability under the ABL Facility falls below a specified dollar amount or percentage of the borrowing base.
There were no outstanding balances under the ABL as of September 29, 2017. Borrowings under the ABL Facility will be used, and are expected to be used, for capital expenditures, permitted acquisitions, working capital and general corporate purposes of the Company. As of September 29, 2017, the Company was in compliance with all debt covenants and the Company had reserved $9,545 of the ABL facility for the issuance of letters of credit. As of September 29, 2017, funds totaling $65,455 were available for borrowing under the ABL facility.
Convertible Subordinated Notes
On April 6, 2015, the Company issued $36,750 principal amount of convertible subordinated notes with a six-year maturity bearing interest at 2.5% and a conversion price of $29.70 per share (the “Convertible Subordinated Notes”) to certain of the Del Monte entities as partial consideration in the Del Monte acquisition. The holders of the Convertible Subordinated Notes may, in certain instances beginning one year after issuance, redeem the Convertible Subordinated Notes for cash or shares of the Company’s common stock. Moreover, the Company may, at its discretion, pay the outstanding principal amount due and owing under the Convertible Subordinated Notes at maturity in either cash or shares of the Company’s common stock. Interest is payable annually in cash with the first interest payment due on April 6, 2016. The Convertible Subordinated Notes, which are subordinate to the Company’s and its subsidiaries’ senior debt, are convertible into shares of the Company’s common stock by the holders at any time at a conversion price of $29.70.
Liquidity
The following table presents selected financial information on liquidity (in thousands):
| | | | | | | | | | | | | |
| |
| June 30, 2023 | | December 30, 2022 | | |
| Cash and cash equivalents | $ | 59,592 | | | $ | 158,800 | | | |
Working capital, excluding cash and cash equivalents | 320,594 | | | 278,315 | | | |
| Availability under asset-based loan facility | 85,830 | | | 135,827 | | | |
| Total | $ | 466,016 | | | $ | 572,942 | | | |
We believeexpect our capital expenditures, excluding cash paid for acquisitions, for fiscal 20172023 will be approximately $12,000. The significant decrease in projected$50.0 million to $60.0 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, in fiscal 2017 as compared to fiscal 2016 isdebt service and other liquidity requirements associated with our current operations over the result of the completion of the renovation and expansion of our new Bronx, NY and Las Vegas, NV distribution facilities. Recurring capital expenditures will be financed withnext 12 months.
Cash Flows
The following table presents selected financial information on cash generated from operations and borrowings under our ABL Facility. Our planned capital projects will provide both new and expanded facilities and improvements to our technology that we believe will produce increased efficiency and the capacity to continue to support the growth of our customer base. Future investments and acquisitions will be financed through either internally generated cash flow, borrowings under our senior secured credit facilities in place at the time of the potential investment or acquisition or through the issuance of equity or debt securities, including, but not limited to, longer-term, fixed-rate debt securities and shares of our common stock.flows (in thousands):
On August 25, 2017, the Company entered into an asset purchase agreement to acquire substantially all of the assets of Fells Point, a specialty protein manufacturer and distributor based in the metro Baltimore and Washington DC area. The aggregate purchase price for the transaction at acquisition date was approximately $33,022, including the impact of an initial net working capital adjustment which is subject to a post-closing working capital adjustment true up. Approximately $29,722 was paid in cash at closing and the remaining $3,300 consisted of 185,442 shares of the Company's common stock. | | | | | | | | | | | | | |
| Twenty-Six Weeks Ended | | |
| June 30, 2023 | | June 24, 2022 | | |
| Net income | $ | 11,268 | | | $ | 18,300 | | | |
| Non-cash charges | $ | 47,597 | | | $ | 37,107 | | | |
| Changes in working capital | $ | (48,082) | | | $ | (35,626) | | | |
| Net cash provided by operating activities | $ | 10,783 | | | $ | 19,781 | | | |
| Net cash used in investing activities | $ | (142,735) | | | $ | (75,497) | | | |
| Net cash provided by (used in) financing activities | $ | 32,995 | | | $ | (7,733) | | | |
On June 27, 2016, the Company acquired substantially all the assets of MT Food, a specialty food distributor based out of Chicago, IL. The aggregate cash purchase price for the transaction at acquisition date was $21,000, exclusive of an additional $500 payable eighteen months after the closing date and an earn-out of $500, paid during the second quarter of fiscal 2017. The final aggregate purchase price was subject to the impact of a customary net working capital true-up. In October 2017, the Company settled the net working capital true-up with a payment of $447 to the former owners of MT Food. The acquisition was paid for with cash on hand and drawdown of our delayed draw term loan facility.
On April 26, 2017, the Company repaid its New Markets Tax Credit Loan in full, inclusive of accrued interest outstanding, for $11,009, of which, $8,070 was paid in cash and $2,939 was paid from the associated sinking fund.
Net cash provided by operations was $23,203$10.8 million for the thirty-ninetwenty-six weeks ended September 29, 2017, an increase of $1,995 from the $21,208 provided by operations for the thirty-nine weeks ended September 23, 2016. The primary reasons for the increase inJune 30, 2023 compared to net cash provided by operationsoperating activities of $19.8 million for the twenty-six weeks ended June 24, 2022. The decrease in cash provided by operating activities was cash generated byprimarily due to the working capital changes, partially offsetgrowth of $12.5 million versus the prior year period which was driven by decreased cash generated through net income.a strategic decision to pull forward inventory purchases of certain product categories during the first half of fiscal 2023. We expect our inventory levels to normalize during the remainder of the year. The increase in cash provided by changes inused for working capital growth was primarily due to increases in cash provided by accounts payable changes and prepaid expenses and other current assets changes of $28,854 and $17,280, respectively, partially offset by an increase in cash used in accounts receivable changes and inventory changes of $10,387 and $25,369, respectively. During the first thirty-nine weeks of fiscal 2017increased net income, increased by $11,002. The primary cause for this increasenet of non-cash charges, in net income was a decreasethe current year of $58.9 million compared to $55.4 million in interest expense of $17,865 as a result of our debt refinancing on June 22, 2016, the cash impact of which is reflected as financing activity.prior year period.
Net cash used in investing activities was $39,582$142.7 million for the thirty-ninetwenty-six weeks ended September 29, 2017, an increaseJune 30, 2023, driven $119.6 million in cash paid for acquisitions and capital expenditures of $8,308 from the net cash used in investing activities of $31,274 for the thirty-nine weeks ended September 23, 2016. The increase in net cash used was primarily due to the Fells Point acquisition partially offset by lower capital expenditures.$23.2 million.
Net used in financing activities was $12,596 for the thirty-nine weeks ended September 29, 2017, a increase of $46,247 from the $33,651cash provided by financing activities was $33.0 million for the thirty-ninetwenty-six weeks ended September 23, 2016. This increase was primarily dueJune 30, 2023 driven by $50.0 million of net borrowings on our ABL facility and other revolving credit facilities, partially offset by $11.7 million of payments of debt and other financing obligations, including finance leases, $3.2 million of earn-out payments classified as financing activities and $2.1 million paid for shares surrendered to pay tax withholding related to the cash generated by our debt refinancing on June 22, 2016 offset by net paymentsvesting of $93,382 on our revolving credit facility in the thirty-nine weeks ended September 23, 2016 and the repayment of the New Markets Tax credit Loan in the second quarter of 2017.equity incentive plan awards.
Seasonality
Excluding our direct-to-consumer business, we generally do not experience any material seasonality. However, our sales and operating results may vary from quarter to quarter due to factors such as changes in our operating expenses, management’s ability to execute our operating and growth strategies, personnel changes, demand for our products, supply shortages, weather patterns and general economic conditions.
Our direct-to-consumer business is subject to seasonal fluctuations, with direct-to-consumer center-of-the-plate protein sales typically higher during the holiday season in our fourth quarter; accordingly, a disproportionate amount of operating cash flows from this portion of our business is generated by our direct-to-consumer business in the fourth quarter of our fiscal year. Despite a significant portion of these sales occurring in the fourth quarter, there are operating expenses, principally advertising and promotional expenses, throughout the year.
Inflation
Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including food and other raw materials, labor, energy and other supplies and services. Substantial increases in costs and expenses could impact our operating results to the extent that such increases cannot be passed along to our customers. The impact of inflation and deflation on food, labor, energy and occupancy costs can significantly affect the profitability of our operations.
Off-Balance Sheet Arrangements
As of September 29, 2017, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Critical Accounting Policies and Estimates
The preparation of the Company’s condensed consolidated financial statements requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The SEC has defined critical accounting policies and estimates as those that are both most important to the portrayal of the Company’s financial condition and results and require its most difficult, complex or subjective judgments or estimates. Based on this definition, we believe our critical accounting policies and estimates include the following: (i) determining theour allowance for doubtful accounts, (ii) inventory valuation, with regard to determining the reserveinventory balance adjustments for excess and obsolete inventory, (iii) business combinations, (iv) valuing goodwill and intangible assets, (iv) vendor rebates and other promotional incentives, (v) self-insurance reserves, (vi) accounting for income taxes and (vii) contingent earn-out liabilities. There have been no material changes to ourOur critical accounting policies and estimates as compared to our critical accounting policies and estimatesare described in the Form 10-K filed with the SEC on March 10, 2017.February 28, 2023.
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 September 29, 2017,June 30, 2023, we had $289.2 million ofaggregate indebtedness outstanding under the Senior Secured Term Loan and $1.0of $387.8 million outstanding under a software financing agreement that bore interest at variable rates. A 100 basis point increase in market interest rates would decrease our after tax earnings by approximately $1.7$2.9 million per annum, holding other variables constant.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management,
The Company, under the supervision and with the participation of our chief executive officerits management, including the Chief Executive Officer and chief financial officer,the Chief Financial Officer, evaluated the effectiveness of our disclosurethe design and operation of the Company’s “disclosure controls and procedures pursuant toprocedures” (as defined in Rule 13a-1513a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act),“Exchange Act”) as of the end of the period covered by this Form 10-Q. The evaluation included certain internal control areas in which we have made and are continuing to make changes to improve and enhance controls. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
report. Based on that evaluation, our chief executive officerthe Chief Executive Officer and chief financial officerthe Chief Financial Officer concluded that ourthe Company's disclosure controls and procedures were effective at the endas of the period covered by this Form 10-Q to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.June 30, 2023.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controlcontrols over financial reporting that occurred during the most recent fiscal periodquarter ended June 30, 2023 that may have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company is currently integrating CME and fiscal 2023 acquisitions into its overall system of internal control over financial reporting and, if necessary, will make appropriate changes as it integrates CME and fiscal 2023 acquisitions 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 hashave 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 30, 2022 filed with respectthe SEC on February 28, 2023. In addition to the information contained herein, you should consider the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on March 10, 2017.10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Number of Shares Repurchased(1) | | Average
Price
Paid Per Share | | Total
Number of Shares
Purchased as Part
of Publicly
Announced Plans
or Programs | | Maximum
Number (or
Approximate
Dollar Value) of
Shares That May
Yet Be Purchased
Under the Plans
or Programs |
| April 1, 2023 to April 28, 2023 | | 1,914 | | | $ | 34.05 | | | — | | | — | |
| April 29, 2023 to May 26, 2023 | | 4,635 | | | 33.78 | | | — | | | — | |
| May 27, 2023 to June 30, 2023 | | 442 | | | 33.71 | | | — | | | — | |
| Total | | 6,991 | | | $ | 33.85 | | | — | | | — | |
(1)During the twenty-six weeks ended June 30, 2023, we withheld 6,991 shares of our common stock to satisfy tax withholding requirements related to restricted shares of our common stock awarded to our officers and key employees
|
| | | | | | | | | | | | |
| | Total Number of Shares Repurchased(1) | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs |
| July 1, 2017 to July 28, 2017 | 7,006 |
| | $ | 12.97 |
| | — |
| | — |
|
| July 29, 2017 to August 25, 2017 | 2,782 |
| | $ | 16.32 |
| | — |
| | — |
|
| August 26, 2017 to September 29, 2017 | — |
| | $ | — |
| | — |
| | — |
|
| Total | 9,788 |
| | $ | 13.93 |
| | — |
| | — |
|
| |
(1) | During the thirteen weeks ended September 29, 2017, we withheld 9,788 shares to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to our officers and key employees. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
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 or non-Rule
10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K):
| | | | | | | | | | | | | | | | | | | | | | | |
| Name | Title | Type of Trading Arrangement | Security | Action | Date of Action | Duration of Trading Arrangement | Aggregate Number of Securities Covered |
| Tim McCauley | Chief Accounting Officer | Rule 10b-5 Plan to Sell | Common Stock | Adoption | June 5, 2023 | Up to October 2, 2025 | 18,000 |
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.
ITEM 6.7. EXHIBITS
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| Exhibit No. | | Description |
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| | Amendment No. 1, dated as of September 1, 2017, to the Credit Agreement dated as of June 22, 2016, among Chefs’ Warehouse Parent, LLC and Dairyland USA Corporation, as Borrowers, and The Chefs’ Warehouse, Inc., The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, The Chefs’ Warehouse Of Florida, LLC, Michael’s Finer Meats, LLC, Michael’s Finer Meats Holdings, LLC, The Chefs’ Warehouse Midwest, LLC, and other Loan Parties party thereto as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Sole Lead Arranger and Sole Bookrunner, and Administrative Agent, and Wells Fargo Bank, N.A., Bank of America, N.A. and BMO Harris Bank N.A.as Co-Syndication Agents. |
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| | Amendment No. 2, dated as of September 1, 2017, to the Credit Agreement dated as of June 22, 2016, 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, Jefferies Finance LLC, as Joint Lead Arranger and Joint Bookrunner, Administrative Agent and Collateral Agent, and BMO Capital Markets Corp., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners. |
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| | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS | | Amendment No. 6, dated as of July 7, 2023, to the ABL Facility. |
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| 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 |
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| 101.SCH | | XBRL Taxonomy Extension Schema Document |
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| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 November 8, 2017.
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| THE CHEFS’ WAREHOUSE, INC. |
| (Registrant) |
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November 8, 2017Date: August 2, 2023 | | | /s/ John D. AustinJames Leddy |
Date | John D. AustinJames Leddy |
| Chief Financial Officer |
| (Principal Financial Officer and PrincipalOfficer) |
| Accounting Officer) |
| Date: August 2, 2023 | | | /s/ Timothy McCauley |
| | | Timothy McCauley |
| | | Chief Accounting Officer |
| | | (Principal Accounting Officer) |