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Chefs' Warehouse, Inc. – ‘8-K’ for 2/12/20 – ‘EX-99.1’

On:  Wednesday, 2/12/20, at 4:27pm ET   ·   For:  2/12/20   ·   Accession #:  1517175-20-1   ·   File #:  1-35249

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/12/20  Chefs’ Warehouse, Inc.            8-K:2,9     2/12/20   13:649K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     30K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    181K 
11: R1          Cover Page                                          HTML     47K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- chef-8k12272019_htm                 XML     15K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- chef-20200212_cal               XML      7K 
 5: EX-101.DEF  XBRL Definitions -- chef-20200212_def                XML      9K 
 6: EX-101.LAB  XBRL Labels -- chef-20200212_lab                     XML     66K 
 7: EX-101.PRE  XBRL Presentations -- chef-20200212_pre              XML     36K 
 3: EX-101.SCH  XBRL Schema -- chef-20200212                         XSD     16K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
13: ZIP         XBRL Zipped Folder -- 0001517175-20-000001-xbrl      Zip     33K 


‘EX-99.1’   —   Miscellaneous Exhibit


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


 
Exhibit 99.1
 
 
The Chefs’ Warehouse Reports Fourth Quarter 2019 Financial Results
Net Sales Growth of 8.2%
Ridgefield, CT, February 12, 2020 - The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company”), a premier distributor of specialty food products in the United States and Canada, today reported financial results for its fourth quarter ended December 27, 2019.

Financial highlights for the fourth quarter of 2019 compared to the fourth quarter of 2018:

Net sales increased 8.2% to $426.5 million for the fourth quarter of 2019 from $394.1 million for the fourth quarter of 2018.
GAAP net income was $10.9 million, or $0.36 per diluted share, for the fourth quarter of 2019 compared to $8.9 million, or $0.30 per diluted share, in the fourth quarter of 2018.
Adjusted EPS1 was $0.39 for the fourth quarter of 2019 compared to $0.32 for the fourth quarter of 2018.
Adjusted EBITDA1 was $28.2 million for the fourth quarter of 2019 compared to $24.6 million for the fourth quarter of 2018.

“We finished 2019 with solid revenue performance amidst a healthy consumer demand environment during the fourth quarter,” said Chris Pappas, chairman and chief executive officer of The Chefs’ Warehouse, Inc. “We enter 2020 celebrating our thirty-fifth year of operations. We are excited to continue on our path of growth and our mission of providing our customers with the highest quality ingredients and service that the Chefs’ Warehouse family and portfolio of brands have delivered since our company’s inception.”

Fourth Quarter Fiscal 2019 Results

Net sales for the quarter ended December 27, 2019 increased 8.2% to $426.5 million from $394.1 million for the quarter ended December 28, 2018. Organic growth contributed $16.2 million, or 4.1% to sales growth in the quarter. The remaining sales growth of $16.2 million, or 4.1%, resulted from acquisitions. Organic case count grew approximately 2.3% in the Company’s specialty category with unique customers and placements growth at 3.8% and 2.5%, respectively, compared to the prior year quarter. Pounds sold in the Company’s center-of-the-plate category decreased approximately 2.1% compared to the prior year quarter. Estimated inflation was 3.1% in the Company’s specialty categories and 5.3% in the center-of-the-plate categories compared to the prior year quarter.
 
Gross profit increased approximately 5.3% to $107.7 million for the fourth quarter of 2019 from $102.3 million for the fourth quarter of 2018. Gross profit margin decreased approximately 71 basis points to 25.3% from 26.0%. Gross margins in the Company’s specialty category increased 36 basis points and gross margins decreased 185 basis points in the Company’s center-of-the-plate category compared to the prior year quarter.
 
Total operating expenses increased by approximately 5.6% to $89.3 million for the fourth quarter of 2019 from $84.5 million for the fourth quarter of 2018. As a percentage of net sales, operating expenses were 20.9% in the fourth quarter of 2019 compared to 21.4% in the fourth quarter of 2018. Operating expenses as a percentage of sales was favorably impacted by lower general and administrative expenses, primarily due to lower compensation and benefits related costs, partially offset by higher warehouse costs related to the Company’s investment in Texas and its new facility in Los Angeles.

1EBITDA, Adjusted EBITDA, adjusted net income and adjusted EPS are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted EPS to these measures’ most directly comparable GAAP measure.




Operating income for the fourth quarter of 2019 was $18.4 million compared to $17.8 million for the fourth quarter of 2018. 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 4.4% in the fourth quarter of 2019 as compared to 4.6% in the fourth quarter of 2018.

Total interest expense decreased to $4.4 million for the fourth quarter of 2019 compared to $5.7 million for the fourth quarter of 2018. The decrease was primarily driven by a $1.1 million write-off of deferred financing fees during the fourth quarter of 2018 associated with the re-pricing of the Company’s Term Loan and lower effective interest charged on the Company’s outstanding debt.

Net income for the fourth quarter of 2019 was $10.9 million, or $0.36 per diluted share, compared to net income of $8.9 million, or $0.30 per diluted share, for the fourth quarter of 2018.

Adjusted EBITDA1 was $28.2 million for the fourth quarter of 2019 compared to $24.6 million for the fourth quarter of 2018. For the fourth quarter of 2019, adjusted net income1 was $12.1 million, or $0.39 per diluted share compared to adjusted net income of $9.6 million, or $0.32 per diluted share for the fourth quarter of 2018.

Full Year 2020 Guidance

Based on current trends in the business, the Company is providing the following financial guidance for fiscal year 2020:

Net sales between $1.85 billion and $1.91 billion
Gross profit between $478.0 million and $492.0 million
Net income between $26.9 million and $29.8 million
Net income per diluted share between $0.86 and $0.95
Adjusted EBITDA1 between $102.0 million and $106.0 million
Adjusted EPS1 between $0.91 and $1.00

This guidance is based on an effective tax rate of approximately 28.0% for fiscal 2020. Our full year estimated diluted share count is approximately 33.6 million shares. The Company expects its senior convertible notes to be dilutive for the full year and accordingly, those shares that could be issued upon conversion of the notes are included in the fully diluted share count.

Fourth Quarter 2019 Earnings Conference Call

The Company will host a conference call to discuss fourth quarter 2019 financial results today at 5:00 p.m. EST. Hosting the call will be Chris Pappas, chairman and chief executive officer, and Jim Leddy, 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 13698025. The replay will be available until Wednesday, February 19, 2020, 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 involve risks and uncertainties and are based on current expectations and management estimates; actual

2



results may differ materially. The risks and uncertainties which could impact these statements include, but are not limited to, the Company’s sensitivity to general economic conditions, including disposable income levels and changes in consumer discretionary spending; the Company’s ability to expand its operations in its existing markets and to penetrate new markets through acquisitions; the Company may not achieve the benefits expected from its acquisitions, which could adversely impact its business and operating results; the Company may have difficulty managing and facilitating its future growth; conditions beyond the Company’s control could materially affect the cost and/or availability of its specialty food products or center-of-the-plate products and/or interrupt its distribution network; the Company’s increased distribution of center-of-the-plate products, like meat, poultry and seafood, involves increased exposure to price volatility experienced by those products; the Company’s business is a low-margin business and its profit margins may be sensitive to inflationary and deflationary pressures; because the Company’s foodservice distribution operations are concentrated in certain culinary markets, the Company is susceptible to economic and other developments, including adverse weather conditions, in these areas; fuel cost volatility may have a material adverse effect on the Company’s business, financial condition or results of operations; the Company’s ability to raise capital in the future may be limited; the Company may be unable to obtain debt or other financing, including financing necessary to execute on our acquisition strategy, on favorable terms or at all; and the Company’s business operations and future development could be significantly disrupted if it loses key members of its management team. 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 1, 2019 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 55,000 products to more than 34,000 customer locations throughout the United States and Canada.

Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415




3



THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except share amounts and per share data)
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
 
 
Net Sales
$
426,507

 
$
394,056

 
$
1,591,834

 
$
1,444,609

Cost of Sales
318,811

 
291,764

 
1,185,481

 
1,077,562

Gross Profit
107,696

 
102,292

 
406,353

 
367,047

 
 
 
 
 
 
 
 
Operating Expenses
89,262

 
84,490

 
355,585

 
318,289

Operating Income
18,434

 
17,802

 
50,768

 
48,758

 
 
 
 
 
 
 
 
Interest Expense
4,351

 
5,709

 
18,264

 
20,745

Loss on Asset Disposal
37

 
139

 
101

 
169

Income Before Income Taxes
14,046

 
11,954

 
32,403

 
27,844

 
 
 
 
 
 
 
 
Provision for Income Tax Expense
3,158

 
3,072

 
8,210

 
7,442

 
 
 
 
 
 
 
 
Net Income
$
10,888

 
$
8,882

 
$
24,193

 
$
20,402

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income Per Share:
 

 
 

 
 

 
 

Basic
$
0.37

 
$
0.30

 
$
0.82

 
$
0.71

Diluted
$
0.36

 
$
0.30

 
$
0.81

 
$
0.70

 
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 

 
 

 
 

 
 

Basic
29,595,723

 
29,438,806

 
29,532,342

 
28,703,265

Diluted
31,134,821

 
29,828,252

 
30,073,338

 
29,678,919


4



THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 27, 2019 AND DECEMBER 28, 2018
(in thousands)
 
 
 
(unaudited)
 
 

Cash
$
140,233

 
$
42,410

Accounts receivable, net
175,044

 
161,758

Inventories, net
124,056

 
112,614

Prepaid expenses and other current assets
13,823

 
11,953

Total current assets
453,156

 
328,735

 
 
 
 
Equipment, leasehold improvements and software, net
92,846

 
85,276

Operating lease right-of-use assets (1)
127,649

 

Goodwill
197,743

 
184,280

Intangible assets, net
138,751

 
130,033

Other assets
3,534

 
4,074

Total assets
$
1,013,679

 
$
732,398

 
 
 
 
 
 
 
 
Accounts payable
$
94,097

 
$
87,799

Accrued liabilities
29,847

 
24,810

Short-term operating lease liabilities (1)
17,453

 

Accrued compensation
8,033

 
12,872

Current portion of long-term debt
721

 
61

Total current liabilities
150,151

 
125,542

 
 
 
 
Long-term debt, net of current portion
386,106

 
278,169

Operating lease liabilities (1)
120,572

 

Deferred taxes, net
10,883

 
9,601

Other liabilities
10,034

 
10,410

Total liabilities
677,746

 
423,722

 
 
 
 
Preferred stock

 

Common stock
304

 
300

Additional paid in capital
212,240

 
207,326

Cumulative foreign currency translation adjustment
(2,048
)
 
(2,221
)
Retained earnings
125,437

 
103,271

Stockholders’ equity
335,933

 
308,676

 
 
 
 
Total liabilities and stockholders’ equity
$
1,013,679

 
$
732,398


(1) Fiscal 2019 includes new balance sheet captions due to the adoption of the new lease accounting standard, effective on the first day of fiscal 2019

5



THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FIFTY-TWO WEEKS ENDED DECEMBER 27, 2019 AND DECEMBER 28, 2018
(unaudited, in thousands)
 
 
Cash flows from operating activities:
 
 
 
Net income
$
24,193

 
$
20,402

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

 
 

Depreciation and amortization
13,328

 
10,296

Amortization of intangible assets
12,663

 
11,910

Provision for allowance for doubtful accounts
4,981

 
3,790

Non-cash operating lease expense
2,043

 
770

Deferred taxes
2,063

 
2,554

Amortization of deferred financing fees
2,168

 
3,155

Stock compensation
4,399

 
4,094

Change in fair value of contingent earn-out liabilities
5,879

 
1,448

Loss on asset disposal
101

 
169

Changes in assets and liabilities, net of acquisitions:
 

 
 

Accounts receivable
(13,213
)
 
(19,466
)
Inventories
(9,439
)
 
(6,330
)
Prepaid expenses and other current assets
(1,813
)
 
120

Accounts payable, accrued liabilities and accrued compensation
3,775

 
13,677

Other assets and liabilities
(6,121
)
 
(1,507
)
Net cash provided by operating activities
45,007

 
45,082

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(16,077
)
 
(19,817
)
Cash paid for acquisitions, net of cash received
(28,077
)
 
(13,901
)
Proceeds from asset disposals

 
30

Net cash used in investing activities
(44,154
)
 
(33,688
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Payment of debt, finance lease and other financing obligations
(1,894
)
 
(49,360
)
Proceeds from debt issuance
150,000

 

Payment of deferred financing fees
(5,082
)
 
(1,502
)
Proceeds from exercise of stock options
1,541

 

Surrender of shares to pay withholding taxes
(1,022
)
 
(764
)
Cash paid for contingent earn-out liability
(2,412
)
 
(3,000
)
Borrowings under asset based loan facility

 
47,100

Payments under asset based loan facility
(44,184
)
 
(2,916
)
Net cash provided by (used in) financing activities
96,947

 
(10,442
)
 
 
 
 
Effect of foreign currency translation on cash and cash equivalents
23

 
(46
)
 
 
 
 
Net increase in cash and cash equivalents
97,823

 
906

Cash and cash equivalents at beginning of period
42,410

 
41,504

Cash and cash equivalents at end of period
$
140,233

 
$
42,410


6



THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF GAAP NET INCOME PER COMMON SHARE
(unaudited; in thousands except share amounts and per share data)

 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net Income
$
10,888

 
$
8,882

 
$
24,193

 
$
20,402

Add effect of dilutive securities:
 
 
 
 
 
 
 
Interest on convertible notes, net of tax
215

 

 
207

 
362

Net Income available to common shareholders
$
11,103

 
$
8,882

 
$
24,400

 
$
20,764

Denominator:
 
 
 
 
 
 
 
Weighted average basic common shares outstanding
29,595,723

 
29,438,806

 
29,532,342

 
28,703,265

Dilutive effect of unvested common shares
204,483

 
389,446

 
211,050

 
270,520

Dilutive effect of convertible notes
1,334,615

 

 
329,946

 
705,134

Weighted average diluted common shares outstanding
31,134,821

 
29,828,252

 
30,073,338

 
29,678,919

 
 
 
 
 
 
 
 
Net Income Per Share:
 
 
 
 
 
 
 
Basic
$
0.37

 
$
0.30

 
$
0.82

 
$
0.71

Diluted
$
0.36

 
$
0.30

 
$
0.81

 
$
0.70




7



THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET INCOME
(unaudited; in thousands)
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
 
 
Net Income
$
10,888

 
$
8,882

 
$
24,193

 
$
20,402

Interest expense
4,351

 
5,709

 
18,264

 
20,745

Depreciation
3,789

 
3,062

 
13,328

 
10,296

Amortization
3,178

 
2,961

 
12,663

 
11,910

Provision for income tax expense
3,158

 
3,072

 
8,210

 
7,442

EBITDA (1)
25,364

 
23,686

 
76,658

 
70,795

 
 
 
 
 
 
 
 
Adjustments:
 

 
 

 
 

 
 

Stock compensation (2)
1,488

 
1,095

 
4,399

 
4,094

Duplicate rent (3)
698

 

 
1,503

 
14

Integration and deal costs/third party transaction costs (4)
93

 
277

 
379

 
608

Change in fair value of earn-out obligations (5)
548

 
(578
)
 
5,879

 
1,448

Loss on asset disposal (6)
37

 
139

 
101

 
169

Moving expenses (7)

 
28

 
61

 
49

 
 
 
 
 
 
 
 
Adjusted EBITDA (1)
$
28,228

 
$
24,647

 
$
88,980

 
$
77,177


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 and occupancy costs for our Los Angeles, CA and Toronto, Canada facilities.
4.
Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.
5.
Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.
6.
Represents the non-cash charge related to the disposal of certain equipment.
7.
Represents moving expenses for the consolidation and expansion of our Ridgefield, CT and Toronto, Canada facilities.



8



THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED NET INCOME TO NET INCOME
(unaudited; in thousands except share amounts and per share data)
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
 
 
Net Income
$
10,888

 
$
8,882

 
$
24,193

 
$
20,402

 
 
 
 
 
 
 
 
Adjustments to Reconcile Net Income to Adjusted Net Income (1):
 

 
 

 
 
 
 

Duplicate rent (2)
698

 

 
1,503

 
14

Integration and deal costs/third party transaction costs (3)
93

 
277

 
379

 
608

Moving expenses (4)

 
28

 
61

 
49

Change in fair value of earn-out obligations (5)
548

 
(578
)
 
5,879

 
1,448

Loss on asset disposal (6)
37

 
139

 
101

 
169

Write-off of unamortized deferred financing fees (7)

 
1,081

 

 
1,081

Tax effect of adjustments (8)
(205
)
 
(253
)
 
(2,007
)
 
(900
)
Total Adjustments
1,171

 
694

 
5,916

 
2,469

Adjusted Net Income
$
12,059

 
$
9,576

 
$
30,109

 
$
22,871

 
 
 
 
 
 
 
 
Diluted Earnings per Share - Adjusted
$
0.39

 
$
0.32

 
$
1.01

 
$
0.78

 
 
 
 
 
 
 
 
Diluted Shares Outstanding - Adjusted
31,225,875

 
29,828,252

 
30,073,338

 
29,678,919


1.
We are presenting adjusted net income and adjusted 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 adjusted net income available to common stockholders and adjusted 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 adjusted net income available to common stockholders and adjusted 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 and occupancy costs for our Los Angeles, CA and Toronto, Canada facilities.

3.
Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.

4.
Represents moving expenses for the consolidation and expansion of our Ridgefield, CT and Toronto, Canada facilities.

5.
Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.

6.
Represents the non-cash charge related to the disposal of certain equipment.

7.
Represents the write-off of unamortized deferred financing fees as a result of the repricing of our term loan during the fourth quarter of 2018.

8.
Represents the tax effect of items 2 through 7 above.



9



THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED NET INCOME PER COMMON SHARE
(unaudited; in thousands except share amounts and per share data)

 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Adjusted Net Income
$
12,059

 
$
9,576

 
$
30,109

 
$
22,871

Add effect of dilutive securities:
 
 
 
 
 
 
 
Interest on convertible notes, net of tax
250

 

 
207

 
362

Adjusted Net Income available to common shareholders
$
12,309

 
$
9,576

 
$
30,316

 
$
23,233

Denominator:
 
 
 
 
 
 
 
Weighted average basic common shares outstanding
29,595,723

 
29,438,806

 
29,532,342

 
28,703,265

Dilutive effect of unvested common shares
204,483

 
389,446

 
211,050

 
270,520

Dilutive effect of convertible notes
1,425,669

 

 
329,946

 
705,134

Weighted average diluted common shares outstanding
31,225,875

 
29,828,252

 
30,073,338

 
29,678,919

 
 
 
 
 
 
 
 
Adjusted Net Income per share:
 
 
 
 
 
 
 
Diluted
$
0.39

 
$
0.32

 
$
1.01

 
$
0.78



10



THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2020
(unaudited; in thousands)

 
Low-End Guidance
 
High-End Guidance
Net Income:
$
26,850

 
$
29,800

Provision for income tax expense
10,450

 
11,500

Depreciation & amortization
35,500

 
35,500

Interest expense
20,000

 
20,000

EBITDA (1)
92,800

 
96,800

 
 
 
 
Adjustments:
 

 
 

Stock compensation (2)
6,800

 
6,800

Duplicate rent (3)
2,000

 
2,000

Change in fair value of earn-out obligations (4)
300

 
300

Moving expenses (5)
100

 
100

 
 
 
 
Adjusted EBITDA (1)
$
102,000

 
$
106,000

 
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 associated with awards of restricted shares of our common stock and stock options to our key employees and our independent directors.

3.
Represents rent and occupancy costs expected to be incurred in connection with our 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.

5.
Represents moving expenses for the consolidation and expansion of our facilities.

11



THE CHEFS’ WAREHOUSE, INC.
2020 FULLY DILUTED EPS GUIDANCE RECONCILIATION TO 2020 ADJUSTED EPS GUIDANCE (1)(2)

 
Low-End
 
High-End
 
Guidance
 
Guidance
 
 
 
 
Net income per diluted share
$
0.86

 
$
0.95

 
 
 
 
Duplicate rent (3)
0.04

 
0.04

Change in fair value of earn-out obligations (4)
0.01

 
0.01

 
 
 
 
Adjusted net income per diluted share
$
0.91

 
$
1.00

 
1.
We are presenting estimated adjusted 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 adjusted 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 adjusted 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 28.0% and an estimated fully diluted share count of approximately 34 million shares.

3.
Represents rent and occupancy costs expected to be incurred in connection with our 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.












12

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
2/19/20
Filed on / For Period end:2/12/20SC 13G/A
12/27/1910-K
3/1/1910-K
12/28/1810-K
 List all Filings 
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