Item 5. Market for Registrant’s Common Equity
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Chefs’ Warehouse, Inc. Common Stock
Our common stock is publicly traded under the symbol “CHEF” on the NASDAQ Global Select Market. As of February 16, 2021, there were 189 holders of record of our common stock. This does not include the number of persons whose stock is in nominee or “street” name accounts through brokers.
We have never paid a cash dividend on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Furthermore, we are prohibited from paying cash dividends under the terms of our senior secured credit facilities without the consent of the lenders thereunder.
Performance Graph
The following graph compares the cumulative total stockholder return on our common stock during the period from December 25, 2015 through December 25, 2020 with the cumulative total return on the NASDAQ Composite and the S&P Smallcap Food Distributor Index. The comparison assumes that $100 was invested on December 25, 2015 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any.
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG THE CHEFS’ WAREHOUSE, INC.
NASDAQ COMPOSITE INDEX AND THE S&P SMALLCAP FOOD DISTRIBUTOR INDEX
ASSUMES $100 INVESTED ON DECEMBER 25, 2015
December 25, 2015 December 30, 2016 December 29, 2017 December 28, 2018 December 27, 2019 December 25, 2020
The Chefs’ Warehouse, Inc. $ 100.00 $ 90.96 $ 118.02 $ 180.37 $ 218.60 $ 137.54
NASDAQ Composite Index $ 100.00 $ 106.63 $ 136.74 $ 130.43 $ 178.40 $ 253.63
S&P Smallcap Food Distributor Index $ 100.00 $ 158.22 $ 108.25 $ 68.74 $ 64.37 $ 68.68
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ISSUER PURCHASES OF EQUITY SECURITIES
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
September 26, 2020 to October 23, 2020 — $ — — —
October 24, 2020 to November 20, 2020 1,333 16.02 — —
November 21, 2020 to December 25, 2020 35,646 24.39 — —
Total 36,979 $ 24.09 — —
(1) During the thirteen weeks ended December 25, 2020, we withheld 36,979 shares of our common stock to satisfy tax withholding requirements upon the vesting of restricted shares of our common stock awarded to certain of our officers and key employees.
Equity Compensation Plan Information
See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plans.
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Item 6. SELECTED FINANCIAL DATA
The selected consolidated financial data presented below as of the end of each of the fiscal years in the five-year period ended December 25, 2020 have been derived from our audited consolidated financial statements. The data set forth below is qualified by reference to, and should be read in conjunction with our consolidated financial statements and their notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K. Our consolidated statement of operations for the fiscal year ended December 30, 2016 contained a 53rd week while all other years presented contained 52 weeks.
Consolidated Statement of Operations Data:
(Amounts presented in thousands, except for per share amounts)
For the Fiscal Years Ended
Statement of Operations Data: December 25, 2020 (1) December 27, 2019 December 28, 2018 December 29, 2017 December 30, 2016
Net sales $ 1,111,631 $ 1,591,834 $ 1,444,609 $ 1,301,520 $ 1,192,866
Cost of sales (2)
863,480 1,205,266 1,095,693 985,432 904,140
Gross profit 248,151 386,568 348,916 316,088 288,726
Selling, general and administrative expenses (2)
336,394 329,542 298,102 275,254 251,025
Other operating (income) expenses (2, 3)
14,417 6,359 2,225 (283) (9,607)
Operating (loss) income (102,660) 50,667 48,589 41,117 47,308
Interest expense (4)
20,946 18,264 20,745 22,709 41,632
(Loss) income before income taxes (123,606) 32,403 27,844 18,408 5,676
Provision for income tax (benefit) expense (5)
(40,703) 8,210 7,442 4,042 2,653
Net (loss) income $ (82,903) $ 24,193 $ 20,402 $ 14,366 $ 3,023
Basic net (loss) income per share $ (2.46) $ 0.82 $ 0.71 $ 0.55 $ 0.12
Diluted net (loss) income per share $ (2.46) $ 0.81 $ 0.70 $ 0.54 $ 0.12
Weighted average common shares outstanding:
Basic 33,716 29,532 28,703 26,118 25,919
Diluted 33,716 30,073 29,679 27,425 26,030
Balance Sheet Data (at end of period)
Cash and cash equivalents $ 193,281 $ 140,233 $ 42,410 $ 41,504 $ 32,862
Working capital (6, 7)
$ 287,560 $ 303,005 $ 203,193 $ 188,567 $ 157,117
Total assets (6)
$ 974,325 $ 1,013,679 $ 732,398 $ 687,749 $ 633,538
Long-term debt, net of current portion $ 398,084 $ 386,106 $ 278,169 $ 313,995 $ 317,725
Total liabilities (6)
$ 629,735 $ 677,746 $ 423,722 $ 439,148 $ 439,778
Total stockholders’ equity $ 344,590 $ 335,933 $ 308,676 $ 248,601 $ 193,760
(1) Fiscal year 2020 results of operations were materially impacted by the Pandemic.
(2) Includes the impact of the reclassification of food processing costs from selling, general, and administrative expenses, to cost of sales and other reclassifications. Refer to the “ Reclassifications ” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.
(3) Fiscal year 2020 includes a $24,200 write-down related to Del Monte and Bassian trademarks and income of $11,479 related to the revaluation of several earn-out liabilities. Fiscal year 2016 includes income of $8,347 related to the revaluation of the Del Monte earn-out liabilities.
(4) Fiscal year 2016 includes the impact of our debt restructuring resulting in a loss on extinguishment of debt of $22,310.
(5) Fiscal year 2017 includes a tax benefit of $3,573 related to the enactment of H.R. 1, originally known as the Tax Cuts and Jobs Act (the “Tax Act”). Among other changes to the U.S. Internal Revenue Code, the Tax Act reduced the U.S. federal corporate top tax rate from 35.0% to 21.0%.
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(6) Fiscal year 2019 and beyond includes the impact of recognizing operating lease right-of-use assets and liabilities as a result of our adoption of Accounting Standards Codification Topic 842, “Leases,” as of December 29, 2018.
(7) We define working capital as current assets less current liabilities.
Acquisitions Affecting Comparability of Operating Results
The Company has made several acquisitions throughout the five-year period ended December 25, 2020. For acquisitions affecting the comparability of the most recent three fiscal years, refer to the “ Recent Significant Acquisitions ” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K. Acquisitions affecting comparability of the previous periods as described below:
On August 25, 2017, we entered into an asset purchase agreement to acquire substantially all of the assets of Fells Point, a specialty center-of-the-plate manufacturer and distributor based in the metro Baltimore and Washington DC area. The final purchase price for the transaction was approximately $34.1 million, including $29.7 million paid in cash at closing, $3.3 million consisting of 185,442 shares of our common stock and $1.1 million paid upon settlement of a net working capital true-up. We are also required to pay additional contingent consideration, if earned, in the form of an earn-out amount which could total approximately $12.0 million. The payment of the earn-out liability is subject to the successful achievement of annual Adjusted EBITDA targets for the Fells Point business over a period of four years following closing. We paid $3.0 million during both fiscal 2018 and fiscal 2019 to the former owners of Fells Point related to the successful attainment of the targeted EBITDA in the first two years of their earn-out agreement.
On June 27, 2016, we acquired substantially all of the assets of MT Food, based in Chicago, Illinois. Founded in the mid-1990’s, MT Food was a wholesale distributor of dairy, produce, specialty and grocery items in the metro Chicago area. The purchase price for the transaction was $21.5 million, of which, $21.0 million was paid in cash at closing with an additional $0.5 million payable eighteen months after the closing date. During the second quarter of fiscal 2017, we paid an earn-out of $0.5 million to the former owners.
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