Press Releases

Feb 12, 2020

The Chefs’ Warehouse Reports Fourth Quarter 2019 Financial Results

Net Sales Growth of 8.2%

RIDGEFIELD, Conn., Feb. 12, 2020 (GLOBE NEWSWIRE) -- 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.

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.

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.

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 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

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
  December 27,
2019
  December 28,
2018
  December 27,
2019
  December 28,
2018
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


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

  December 27, 2019   December 28, 2018
  (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


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)

  December 27,
2019
  December 28,
2018
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  


 

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
  December 27, 2019   December 28, 2018   December 27, 2019   December 28, 2018
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  


THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET INCOME
(unaudited; in thousands)

  Thirteen Weeks Ended   Fifty-Two Weeks Ended
  December 27,
2019
  December 28,
2018
  December 27,
2019
  December 28,
2018
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.


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
  December 27,
2019
  December 28,
2018
  December 27,
2019
  December 28,
2018
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.


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
  December 27,
2019
  December 28,
2018
  December 27,
2019
  December 28,
2018
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  


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.


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.

 

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Source: The Chefs' Warehouse, Inc.