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The Chefs’ Warehouse, Inc. 1 First Quarter 2025 Earnings Presentation
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The Chefs’ Warehouse, Inc. 2 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this presentation regarding the business of The Chefs’ Warehouse, Inc. (the “Company”) 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 its control could materially affect the cost and/or availability of the Company's specialty food products or center-of-the-plate products and/or interrupt its distribution network; the Company 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, it 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; interest charged on the Company's outstanding debt may be adversely affected by changes in the method of determining the Secured Overnight Financing Rate (“SOFR”); the Company's business operations and future development could be significantly disrupted if it loses key members of its management team; and significant public health epidemics or pandemics, may adversely affect the Company's business, results of operations and financial condition. 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”) in February 2024 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. This presentation also contains the non-GAAP financial measures “EBITDA”, “Adjusted EBITDA”, “Adjusted Operating Expenses”, “Net Debt Leverage” and “Free Cash Flow” on a historical basis. Management believes that EBITDA, Adjusted EBITDA, Adjusted Operating Expenses, Net Debt Leverage and Free Cash Flow are each a measure commonly reported by issuers and widely used by investors as indicators of a company’s operating performance. These non-GAAP financial measures, while providing useful information, should not be considered in isolation or as a substitute for the Company’s net earnings as an indicator of operating performance. Investors should carefully consider the specific items included in the computations of EBITDA, Adjusted EBITDA, Adjusted Operating Expenses, Net Debt Leverage and Free Cash Flow. Adjusted EBITDA, Adjusted Operating Expenses, Net Debt Leverage and Free Cash Flow do not have any standardized meanings prescribed by GAAP and, therefore, are unlikely to be comparable to similar measures presented by other companies. Please refer to the reconciliation of non-GAAP measures beginning on page 10 of this presentation and the calculation of net debt leverage on page 7.
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The Chefs’ Warehouse, Inc. 3 Q1 2025 vs. Q1 2024 Sales Specialty Sales Unique Customers Placements Specialty Cases Center-of-Plate Pounds +8.7% +10.7% +4.5% +7.7% +5.7% -1.3% First Quarter 2025 Highlights
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The Chefs’ Warehouse, Inc. 4 First Quarter 2025 Updates **GP$/Route excl. Chefs Middle East; represents GP$/ total of monthly route count Please refer to reconciliation of Adjusted EBITDA & Adjusted Operating Expense included with this presentation GP$ per Route: LTM Q1 2025 +33.5% vs. 2019 2024 +32.5% vs. 2019 Facility Consolidations Regional route consolidations Transfer reductions $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 2019 2024 LTM Q1 2025 GP $ / ROUTE (US & CANADA) ** 77.0% 76.3% 76.0% 75.7% $32,000 $34,000 $36,000 $38,000 $40,000 $42,000 $44,000 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 2019 2023 2024 LTM Q1 2025 ADJ. EBITDA / HEADCOUNT GP & ADJ. OPEX $ (MILLIONS) Gross Profit $ Adj. OPEX $ Adj. EBITDA/HC adj. EBITDA per employee +19% LTM Q1 2025 vs. 2019 +1% LTM Q1 2025 vs. 2024 adj. Opex as % of Gross profit $ 127 bps improvement LTM Q1 ‘25 vs. 2019 36 bps improvement LTM Q1 ‘25 vs. 2024
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The Chefs’ Warehouse, Inc. 5 First Quarter 2025 Updates Specialty locations’ online order adoption rate continues to grow Approximately 58% of specialty location customers ordering via digital platform Actively expanding and integrating Produce and COP locations Digital *Data includes Specialty Locations , excl. CME & Produce OpCos (1)% of Customers: (Distinct Online Customers / Distinct Total Customers) (2)% of Orders: (Orders Placed Online (excluding EDI)/Total Orders) 0% 10% 20% 30% 40% 50% 60% 70% 2019 2023 2024 LTM Q1 2025 % of Customers (1) % of Orders (2) Unique Customers Ordering Online (Specialty) * 2019 20% 2023 48% 2024 56% LTM Q1 2025 58%
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The Chefs’ Warehouse, Inc. 6 First Quarter 2025 Financial Summary Q1 2025 vs. Q1 2024 Net Sales Gross Profit Dollars SG&A *Adj. OpEx *Adj. EBITDA +8.7% +7.9% +6.5% +5.5% +18.2% *Please refer to reconciliation of Adjusted EBITDA & Adjusted Operating Expense included with this presentation
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The Chefs’ Warehouse, Inc. 7 Q1 2025 Update Share Repurchases $25mm - $100mmFree Cash Flow*Net Debt Leverage 2.0x – 3.0x •Chefs repurchased $17.4mm of common stock on the open market in 2024, totaling 426k shares. No repurchases have been made to-date in 2025. •Timing of repurchases will continue to be dependent on share price, market conditions and FCF generation Announced at Q3 2023 Earnings, Chefs has targeted $25-$100mm of share repurchases to be made across 2024-2025 $104M ($19M) 2022-23 2025 YTD $37M 2024 •Repaid $20mm on our ABL line in Q1 ‘25 •QE cash aided by favorable timing of payments. We expect Net Debt/Adj EBITDA to remain between 2.3-2.6x into the near future •$5mm private note to mature in April ^ Excludes Finance Leases # Represents trailing twelve months total as of the stated period *Target range of annual Free Cash Flow (FCF) available to shareholders before debt reduction, share repurchases and acquisitions *Free Cash Flow represents Net cash provided by operations less Capital expenditures Capital Allocation (in thousands) Debt Balances YE 2024 Q1 2025 Secured Term Loan 260,000 259,250 Senior Convert 2028 287,500 287,500 ABL 120,000 100,000 Other 5,000 5,000 Total Debt^ 672,500 651,750 Cash & Equivalents 114,655 116,530 Net Debt 557,845 535,220 Adjusted EBITDA # 219,007 226,330 Net Debt Leverage 2.5x 2.4x •FY 2024 FCF of $104mm aided by favorable YE timing of payments •Q1 2025 FCF of $37mm, FY estimate remains $60-100mm
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The Chefs’ Warehouse, Inc. 8 Appendix
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The Chefs’ Warehouse, Inc. 9 2028 Financial Goals $219 $300 - $350 $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 $400.0 $ Millions Adj. EBITDA 6.5 -7.0%Predictive demand forecasting Supplier Support Dynamic Pricing Adj. EBITDA *5.8% Digital Sales Growth Operations Procurement & Pricing Acquisition Integration Texas Seafood Chefs Middle East 2024 2028 4 – 7% (organic) High-growth Markets Category growth Route Consolidation Select Prime roll-out Internal Transfers AI driven Merch. Real-time data to support Reps On-line Order growth *Please refer to reconciliation of Adjusted EBITDA and Adjusted EBITDA margin included with this presentation. Strategic focus to achieving our 2028 Financial goals •Focus on our core customer base – chef/menu-driven/higher-income •Complete and grow the “Chefs’ Warehouse Model” in key markets •Deliver operating leverage via scale, route consolidation and tech-driven operations •High-growth markets expected to contribute significantly to 2028 Adj. EBITDA target range
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The Chefs’ Warehouse, Inc. 10 Reconciliation of Net Income to EBITDA and Adj. EBITDA (1) We are presenting EBITDA and Adjusted EBITDA, as well as Adjusted EBITDA as a percentage to revenue, 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 results 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 the company’s common stock to the company’s key employees and 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 non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs. (5) Represents moving expenses for the consolidation and expansion of several of our distribution facilities. (6) Last twelve months for Q1 2025 is calculated as the first quarter 2025 plus fiscal year 2024 less the first quarter 2024. Fiscal Years Ended 2019 2023 2024 LTM Q1 2025* (6) 24.2$ 34.6$ 55.5$ 63.8$ Interest Expense 18.3 45.5 48.7 45.7 Depreciation and Amortization 26.0 55.6 64.9 67.9 Provision for income tax expenses 8.2 20.9 24.0 25.4 76.7 156.6 193.1 202.8 Stock Compensation (2) 4.4 20.0 17.8 18.3 Duplicate Rent (3) 1.5 7.6 4.2 3.7 Other operating (income) expenses, net (4) 6.4 8.8 1.1 (1.5) Moving Expenses (5) 0.1 0.2 2.8 3.0 89.1 193.2 219.0 226.3 1,591.8$ 3,433.8$ 3,794.2$ 3,870.5$ 5.6% 5.6% 5.8% 5.8% (Unaudited, in millions) Net Income EBITDA(1) Adjusted EBITDA margin Adjustments: Adjusted EBITDA (1) Revenue Quarterly YOY Q1 2025 Q1 2024 YOY ∆ 10.3$ 1.9$ Interest Expense 10.3 13.2 Depreciation and Amortization 18.3 15.4 Provision for income tax expenses 2.2 0.9 41.1 31.4 30.9% Stock Compensation (2) 4.8 4.2 Duplicate Rent (3) 1.0 1.4 Other operating (income) expenses, net (4) 0.5 3.1 Moving Expenses (5) 0.2 0.1 47.5$ 40.2$ 18.2% (Unaudited, in millions) Net Income EBITDA(1) Adjustments: Adjusted EBITDA (1)
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The Chefs’ Warehouse, Inc. 11 Reconciliation of Total Opex to Adj. Opex (1) Adjusted Operating Expenses represents expenses not associated with products and services. We are presenting Adjusted Operating Expenses, which is not a measurement determined in accordance with the U.S. generally accepted accounting principles, or GAAP, because we believe this measure provides an additional metric to evaluate our operations and results and which we believe, when considered with both our GAAP results and the reconciliation to total operating expenses, provides a more complete understanding of our business than could be obtained absent this disclosure. We use Adjusted Operating Expenses, 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 Operating Expenses as a performance measure 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 the company’s common stock to the company’s key employees and 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 non-cash changes in the fair value of contingent earn-out liabilities related to our acquisitions, non-cash charges related to asset disposals, asset impairments, including intangible asset impairment charges, certain third-party deal costs incurred in connection with our acquisitions or financing arrangements and certain other costs. (5) Represents moving expenses for the consolidation and expansion of several of our distribution facilities. (6) Last twelve months for Q1 2025 is calculated as the first quarter 2025 plus fiscal year 2024 less the first quarter 2024. Quarterly YOY Q1 2025 Q1 2024 YOY ∆ Selling, general and administrative expenses 202.8$ 190.3$ Other operating expenses, net (4) 0.5 3.1 203.3$ 193.4$ 5.1% Depreciation and Amortization 18.3 15.4 Stock Compensation (2) 4.8 4.2 Duplicate Rent (3) 1.0 1.4 Other operating expenses, net (4) 0.5 3.1 Moving Expenses (5) 0.2 0.1 178.5$ 169.2$ 5.5% 950.7 874.5 18.8% 19.3% Adjusted Operating Expenses (1) (Unaudited, in millions) Total Operating Expense Adjustments: Revenue Adj. OpEx as % of Revenue Fiscal Years Ended 2019 2023 2024 LTM Q1 2025* (6) Selling, general and administrative expenses 329.5$ 704.8$ 784.9$ 797.3$ Other operating expenses, net (4) 6.4 8.8 1.1 (1.5) 335.9 713.6 786.0 795.8 Depreciation and Amortization 26.0 55.6 64.9 67.9 Stock Compensation (2) 4.4 20.0 17.8 18.3 Duplicate Rent (3) 1.5 7.6 4.2 3.7 Other operating (income) expenses, net (4) 6.4 8.8 1.1 (1.5) Moving Expenses (5) 0.1 0.2 2.8 3.0 297.5$ 621.4$ 695.2$ 704.4$ 386.6 814.5 914.1 930.7 77.0% 76.3% 76.0% 75.7% Gross Profit $ Adj. OpEx as % of GP Adjusted Operating Expenses (1) (Unaudited, in millions) Total Operating Expense Adjustments: