What changed in this filing

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Item 1. Business

2022-02-22 compared with 2021-02-23 · 56 added, 69 removed, 232 unchanged (35% of the section changed)

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Additionally, we market certain of our center-of-the-plate products directly to consumers through our mail and e-commerce platform of Allen Brothers, Inc.

(“Allen Brothers”) and we expanded our direct-to-consumer e-commere platform by launching our “Shop Like a Chef” online home delivery platform in several of the markets we serve.

Since the formation of our predecessor in 1985, we have expanded our distribution network, product selection and customer base both organically and through acquisitions.

(“Allen Brothers”) and through our direct-to-consumer e-commerce platform by launching our “Shop Like a Chef” online home delivery platform in several of the markets we serve.

Since our formation in 1985, we have expanded our distribution network, product selection and customer base both organically and through acquisitions.

Our net revenues have increased from approximately $1.3 billion for the fiscal year ended December 29, 2017 to $1.7 billion for the fiscal year ended December 24, 2021.

Our net revenues for the fiscal year ended December 25, 2020 decreased to $1.1 billion due to the COVID-19 pandemic’s (the “Pandemic”) adverse impact on our business and operations and those of our customers.

Our historical sales growth and our ability to manage through the material adverse impacts of the Pandemic on our business in fiscal 2020 are the result of an increase in the breadth and depth of our product portfolio, our commitment to customer service, the efforts of our experienced and sophisticated sales professionals, the increased use of technology in the operations and management of our business and our ongoing consolidation of the fragmented specialty foodservice distribution industry.

Since December 28, 2018, we have completed eleven acquisitions which have increased our penetration in existing markets, expanded our footprint into new markets and/or enhanced our product capabilities.

The up-front cash purchase prices for these eleven acquisitions resulted in aggregate up-front cash consideration of more than $132.7 million, which we funded with cash generated from our operations, borrowings under our then existing indebtedness and the proceeds of our common stock offerings.

Excluding our direct-to-consumer business, we currently serve more than 34,000 customer locations in our sixteen primary geographic markets across the United States and Canada, including New York, Washington, D.C., Los Angeles, San Francisco, Las Vegas, Miami, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento and Texas.

Our historical sales growth and our ability to manage through the material adverse impacts of the COVID-19 pandemic (the “Pandemic”) on our business are the result of an increase in the breadth and depth of our product portfolio, our commitment to customer service, the efforts of our experienced and sophisticated sales professionals, the increased use of technology in the operations and management of our business and our ongoing consolidation of the fragmented specialty foodservice distribution industry.

Since December 29, 2017, we have completed twelve acquisitions which have increased our penetration in existing markets, expanded our footprint into new markets and/or enhanced our product capabilities.

The up-front cash purchase prices for these twelve acquisitions resulted in aggregate up-front cash consideration of more than $112.7 million, which we funded with cash generated from our operations, borrowings under our then existing indebtedness and the proceeds of our common stock offerings.

Excluding our direct-to-consumer business, we currently serve more than 35,000 core customer locations in our nineteen primary geographic markets across the United States and Canada, including New York, Washington, D.C., Los Angeles, San Francisco, New England, Las Vegas, Miami, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento, Philadelphia, Texas, and Denver.

By leveraging an experienced and sophisticated sales force of approximately 570 sales and customer service professionals, we maintain collaborative relationships with thousands of chefs while also acting as a critical marketing arm and route-to-market for many of our suppliers.

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Effect of the COVID-19 Pandemic on our Business

The Pandemic has had a material impact on our business and those of our customers.

In an effort to limit the spread of the virus, federal, state and local governments began implementing various restrictions beginning in late March that resulted in the temporary closure of non-essential businesses in many of the markets we serve, which forced our customers in those markets to either transition their establishments to take-out service, delivery service or temporarily cease operations.

State and local governments began to ease these restrictions in mid-May, however, the severity of indoor and outdoor dining restrictions have varied throughout the year depending on the extent of outbreaks and actions taken by the federal, state and local governments with jurisdiction over the markets we serve.

Despite these restrictions, we continued to provide our core customers with high touch service while many of our competitors reduced service levels.

Our high touch service includes helping our core customers continue operating and pivoting to new business models.

Although the environment has been challenging, our teams’ engagement and dedication have led us to expand to new opportunities as we partner with new and existing customers on re-openings and on launching new locations and

We also expanded our direct-to-consumer product offerings by launching our “Shop Like a Chef” online home delivery platform in several of the markets we serve.

We now offer products directly to consumers through both our Allen Brothers and “Shop Like a Chef” online platforms.

We have implemented cost control measures during this time of demand volatility.

Our variable cost structure naturally decreases as our sales decrease, however, we also reduced portions of our fixed cost structure while still investing in our customer facing resources.

Among other cost reduction actions, we postponed planned capital expenditures, returned certain equipment on short-term rental agreements, and reduced compensation expense through salary reductions, furloughs and lay-offs as we right-size our organization to current levels of demand.

As of December 25, 2020, we had $193.3 million of cash on our balance sheet and $50.3 million of availability on our asset-based loan facility.

Our liquidity position, cost control measures and our strong relationships with customers and suppliers put us in a strategic position to invest in growth and take advantage of business development opportunities as we recover from the Pandemic.

The Pandemic has had and continues to have an adverse impact on numerous aspects of our business and those of our customers including, but not limited to, demand for our products, cost inflation and labor shortages.

Despite these challenges, we continued to provide our core customers with high touch service, executed on our cost control measures and returned to profitability during the second quarter of fiscal 2021.

Furthermore, as of December 24, 2021, we had $157.8 million of working capital, including cash and cash equivalents of $115.2 million, on our balance sheet and $109.5 million of availability on our asset-based loan facility.

Our liquidity position, puts us in a strategic position to invest in growth and take advantage of business development opportunities as we continue to recover from the Pandemic.

The extent to which the Pandemic will impact our financial condition or results of operations in the future is uncertain and will depend on future developments, including new information that may emerge on the severity or transmissibility of the disease, new variants, government responses, trends in infection rates, development and distribution of effective medical treatments and vaccines, and future consumer spending behavior, among others.

Competitive Strengths

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Based on our management’s industry knowledge and experience, we believe we are the largest distributor of specialty food products, as measured by net sales, in the New York, Washington, D.C., San Francisco and Los Angeles metropolitan markets.

We believe these markets, along with a number of other markets we serve, including Las Vegas, Miami, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento and Texas, create and set the culinary trends for the rest of the United States and Canada and provide us with valuable insight into the latest culinary and menu practices.

We believe these markets, along with a number of other markets we serve, including Las Vegas, Miami, New England, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento and Texas, create and set the culinary trends for the rest of the United States and Canada and provide us with valuable insight into the latest culinary and menu practices.

Furthermore, we believe our established relationships with many of the top chefs, culinary schools and dining establishments in these key culinary markets have benefited us when we entered into new markets where we believe that chefs at our potential customers were generally knowledgeable of our brand and commitment to quality and excellence from their experience working in other markets which we serve or through their personal relationships throughout the culinary industry.

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Our breadth and depth of product offerings coupled with our highly regarded customer service has allowed us to develop and retain a loyal customer base that is comprised of chefs who own or work at more than 35,000 of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.

Our focus on product selection, product knowledge and customer service has rewarded us with a number of long-term customer relationships, which often begin when chefs are introduced to us while attending the nation’s leading culinary schools, including The Culinary Institute of America and The French Culinary Institute, both of which have been customers of ours for

more than ten years.

Based on our management’s industry experience and our relationships and dealings with our customers, we believe we are the primary distributor of specialty food products to the majority of our customers that are not part of our direct-to-consumer business.

Our focus on product selection, product knowledge and customer service has rewarded us with a number of long-term customer relationships, which often begin when chefs are introduced to us while attending the nation’s leading culinary schools, including The Culinary Institute of America which has been a customer of ours for more than ten years.

Collaborative Professional and Educational Relationships with our Customers.

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We have built a first-class, scalable inventory management and logistics platform that enables us to efficiently fill our customers’ orders and to profitably meet our customers’ needs for varying drop sizes, high service levels and timely delivery.

With 36 distribution centers located throughout the United States and Canada, we are able to leverage our geographic footprint and reduce our inbound freight costs.

With 40 distribution centers located throughout the United States and Canada, we are able to

leverage our geographic footprint and reduce our inbound freight costs.

This scale enables us to maintain a portfolio of more than 50,000 SKUs, and through the operation of our sophisticated information technology, inventory management and logistics systems, we believe we provide our customers with some of the highest levels of customer service and responsiveness in our industry.

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Our senior management team has demonstrated the ability to grow the business through various economic environments.

With collective experience of more than 90 years at The Chefs’ Warehouse, its predecessor and other foodservice distribution companies, our founders and senior management are experienced operators and are passionate about our future.

With collective experience of more than 90 years at The Chefs’ Warehouse and other foodservice distribution companies, our founders and senior management are experienced operators and are passionate about our future.

Our senior management team is comprised of our founders, as well as experienced professionals with expertise in the foodservice distribution industry and in a wide range of functional areas, including finance and accounting, sales and marketing, operations, information technology, legal and human resources.

Our Growth Strategies

We believe substantial organic growth opportunities exist to recover our net revenues to pre-Pandemic levels in our current markets through increased penetration of our existing customers and the addition of new customers, and we have identified new markets that we believe also present opportunities for future expansion.

We believe substantial organic growth opportunities exist to recover our sales volumes to pre-Pandemic levels in all our current markets through increased penetration of our existing customers and the addition of new customers, and we have identified new markets that we believe also present opportunities for future expansion.

Key elements of our growth strategy include the following:

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Expand our Customer Base Within our Existing Markets.

As of December 25, 2020, we served more than 34,000 customer locations, excluding our direct-to-consumer business, in the United States and Canada.

We serve more than 35,000 core customer locations, excluding our direct-to-consumer business, in the United States and Canada.

We plan to expand our market share in the fragmented specialty food distribution industry by cultivating new customer relationships within our existing markets through the continued penetration of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores.

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Utilizing our fleet of delivery trucks, we usually fill customer orders within 12-24 hours of order placement.

We intend to continue to offer our customers this high level of customer service, while maintaining our focus on realizing efficiencies and economies of scale in purchasing,

warehousing, distribution and general and administrative functions which, when combined with incremental fixed-cost leverage, we believe will lead to continued improvements in our operating margin over time.

We intend to continue to offer our customers this high level of customer service, while maintaining our focus on realizing efficiencies and economies of scale in purchasing, warehousing, distribution and general and administrative functions which, when combined with incremental fixed-cost leverage, we believe will lead to continued improvements in our operating margin over time.

Pursue Selective Acquisitions.

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We believe we have the opportunity to capitalize on our existing infrastructure and expertise by continuing to selectively pursue opportunistic acquisitions in order to expand the breadth of our distribution network, increase our operating efficiency and add additional products and capabilities.

Since our initial public offering (“IPO”), we have completed twenty acquisitions, which have increased our penetration in existing markets, expanded our footprint into new markets and enhanced our product capabilities.

Since our initial public offering (“IPO”), we have completed twenty-three acquisitions, which have increased our penetration in existing markets, expanded our footprint into new markets and enhanced our product capabilities.

Our Markets and the Customers that We Serve

Excluding our direct-to-consumer business, we distribute our specialty food products to over 34,000 distinct customer locations from distribution centers located in our primary markets, which include New York, Washington, D.C., Los Angeles, San Francisco, Las Vegas, Miami, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento and Texas.

We also serve customers in a number of other markets, including Philadelphia, Boston and Napa Valley.

Excluding our direct-to-consumer business, we distribute our specialty food products to over 35,000 distinct core customer locations from distribution centers located in our primary markets, which include New York, Washington, D.C., Los Angeles, San Francisco, New England, Las Vegas, Miami, Portland, Columbus, Cincinnati, Chicago, Vancouver, Edmonton, Toronto, Seattle, Sacramento, Philadelphia, Texas, and Denver.

We believe that many of these markets set the culinary trends for the rest of the United States and Canada and provide us with valuable insight into the latest culinary and menu trends.

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Market Name Geographies Served Year Entered

New York Boston to Atlantic City 1985

New York New York to Atlantic City 1985

Washington, D.C.

Philadelphia to Richmond 1999

Los Angeles Santa Barbara to San Diego 2005

Baltimore to Richmond 1999

Los Angeles Santa Barbara to San Diego and Phoenix 2005

San Francisco Napa Valley to Monterey Bay 2005

Las Vegas Las Vegas 2005

Miami Miami 2010

Portland Bend, OR to Seattle, WA 2011

Miami Orlando to Miami 2010

Portland Portland 2011

Columbus Midwest 2012

Cincinnati Dayton, OH to Lexington, KY 2013

Cincinnati Dayton to Lexington 2013

Chicago Chicago 2013

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Sacramento Sacramento 2015

Philadelphia Philadelphia 2018

Texas Texas 2018

New England New England 2020

Denver Denver 2021

We extend credit to virtually all of our core customers on varying terms.

Typically, most of our customers have payment terms from 14 -60 days, however, in response to the Pandemic, the Company has temporarily tightened its credit terms to a maximum of 30 days for the majority of its customers.

We complete a formal credit assessment of all significant new core customers, and

our Credit and Collections Department regularly evaluates credit terms for each such customer based upon several factors, including order frequency, average order size, the types of products purchased and the length of the relationship.

Most of our customers have payment terms from 14 -60 days.

We complete a formal credit assessment of all significant new core customers, and our Credit and Collections Department regularly evaluates credit terms for each such customer based upon several factors, including order frequency, average order size, the types of products purchased and the length of the relationship.

We believe that we are skilled at managing customer credit.

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Our ability to successfully distribute a significant portion of the total production of smaller, regional and artisanal specialty food producers allows us the opportunity to be these producers’ primary route-to-market in our markets without, in most cases, requiring us to make contractual commitments regarding guaranteed volume.

We are also able to utilize our size and successful track record of distributing products sourced from outside the United States and Canada to resist efforts from many of our foreign suppliers to push importing costs off onto us.

We are also able to leverage our scale and successful track record of distributing products sourced from outside the United States and Canada to minimize importing costs.

We seek to differentiate ourselves from our competitors by offering a more extensive depth and breadth of specialty products.

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• Product Specialists:

Responsible for maintaining specialized product knowledge and educating our outside sales associates and customers regarding new products and general developments in several specific categories, including protein, seafood, pastry and cheese.

A significant number of our sales professionals have formal culinary training, degrees in the culinary arts and/or prior experience working in the culinary industry.

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Because we are highly focused on collaborating with our customers and educating them regarding our latest products and broader culinary trends, we view the ongoing education and training of our sales force as crucial to our continued success.

To ensure that our sales professionals remain on the forefront of new culinary products and trends, we regularly hold “vendor

shows” at our distribution centers, where our sales force is able to interact with vendors and learn more about the vendors’ latest product offerings and the performance of these products relative to competitive offerings.

To ensure that our sales professionals remain on the forefront of new culinary products and trends, we regularly hold “vendor shows” at our distribution centers, where our sales force is able to interact with vendors and learn more about the vendors’ latest product offerings and the performance of these products relative to competitive offerings.

Our Suppliers

We are committed to providing our customers with an unrivaled portfolio of specialty food products, as well as a comprehensive broadline product offering and center-of-the-plate products.

We are committed to providing our customers with an unrivaled portfolio of specialty food products, as well as a comprehensive broadline product offering, produce and center-of-the-plate products.

To fulfill this commitment, we maintain strong sourcing relationships with numerous producers of high-quality artisan and regional specialty food products, as well as a wide range of broadline product suppliers, produce and protein vendors.

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Additionally, we seek to limit commodity risk by utilizing sophisticated forecasting and inventory management systems to minimize the inventory carrying time of commodity-oriented products and by leveraging the specialized product knowledge of our product specialists to manage purchasing and inventory levels when appropriate.

In response to the Pandemic, our purchasing teams have worked diligently to shift our product purchases to SKUs that are in high demand and, thus far, we have not experienced difficulties in procuring products from our suppliers.

Our Operations and Distribution Centers

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We employ advanced routing and logistics planning software, which maximizes the number of daily deliveries that each of our trucks can make, while also enabling us to typically make deliveries within each customer’s preferred two to three hour time window.

We’ve deployed truck scanning across most of our fleet which allows us to monitor the delivery of product to our customers on a real-time basis.

For our direct-to-consumer business, we ship through nationally recognized couriers.

We also use GPS and vehicle monitoring technology to regularly evaluate the condition of our delivery trucks and monitor the performance of our drivers, by tracking their progress relative to their delivery schedule and providing information regarding hard braking, idling and fast starts.

We also use GPS and vehicle monitoring technology, including on-board camera technology, to regularly evaluate the condition of our delivery trucks and monitor the performance of our drivers, by tracking their progress relative to their delivery schedule and providing information regarding hard braking, idling and fast starts.

Our use of this technology allows us to conduct proactive fleet maintenance, provide timely customer service and improve our risk management.

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We are driving increasing sales volume through our ecommerce platforms and a new mobile ordering tool which we believe will enable a much more seamless online customer experience.

We also leverage a reporting and analytics platform that provides our sales team and management with the information required to drive

efficiency and growth.

We also leverage a reporting and analytics platform that provides our sales team and management with the information required to drive efficiency and growth.

We believe that our current systems are scalable and can be leveraged together with targeted investments in new technology to provide the fuel to drive profitable growth.

Intellectual Property

Except for the Spoleto, Bel Aria, Grand Reserve, Provvista, Argonaut, Praml, Black Falls, Michael’s, Chocoa, Crescendo, Matisse, Qzina, Coccinelle, Allen Brothers, The Great Steakhouse Steaks, Del Monte, Fells Point, Bassian Farms, Sid Wainer & Son, Cambridge Packing, and The Chefs’ Warehouse trademarks, we do not own or have the right to use any patent, trademark, trade name, license, franchise or concession, the loss of which would have a material adverse effect on our business, financial condition or results of operations.

Except for the Spoleto, Bel Aria, Grand Reserve, Provvista, Argonaut, Praml, Black Falls, Michael’s, Chocoa, Crescendo, Matisse, Qzina, Coccinelle, Allen Brothers, The Great Steakhouse Steaks, Del Monte, Fells Point, Bassian Farms, Sid Wainer & Son, Cambridge Packing, Foley Fish, Silver State Meats and The Chefs’ Warehouse trademarks, we do not own or have the right to use any patent, trademark, trade name, license, franchise or concession, the loss of which would have a material adverse effect on our business, financial condition or results of operations.

The foodservice distribution industry is highly competitive.

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This includes, but is not limited to, instructing our employees to practice social distancing on our premises and those of our customers, frequent sanitation of our work environments, truck fleet and equipment, supplying personal protective equipment to our workforce and allowing our administrative employees to work from home.

Social and Environmental Responsibility

We are committed to upholding ethical, socially responsible and environmentally conscious business practices, consistent with our corporate values, to promote long-term and sustainable change.

In 2021, we adopted or amended corporate policies intended to further strengthen and promote our commitment to social and environmental responsibility with our directors, employees, leaders and business partners.

Our policy on salient human rights risks identifies key human rights issues related to our business activities and business relationships, including promoting a safe and healthy work environment, providing a fair and inclusive work environment and combating forced and underage labor.

Our Human Rights Policy details our commitment to upholding fundamental human rights, and our Code of Conduct for Suppliers reflects our commitment to extending ethical business practices throughout our supply chain.

Our Environmental, Health and Safety Policy promotes and protects the health and safety of our employees and reinforces our commitment to environmental stewardship, such as through our endorsement of the United Nations Global Compact CEO Water Mandate.

As a distributor of specialty food products and meat and seafood in the United States and Canada, we are subject to regulation by numerous international, federal, state, provincial and local regulatory agencies.

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Our facilities are generally inspected at least annually by federal and/or state authorities.

These facilities are also subject to inspections and regulations issued pursuant to the Occupational Safety and Health Act by the U.S.

These facilities are also subject to inspections and regulations issued pursuant to the Occupational Safety and Health Act by the

Department of Labor, which require us to comply with certain manufacturing, health and safety standards to protect our employees from accidents and to establish hazard communication programs to transmit information about the hazards of certain chemicals present in certain products that we distribute.

Our Canadian distribution facilities, repackaging activities and other

operations also are subject to regulation and inspection by the Canadian Food Inspection Agency and provincial health authorities.

Our Canadian distribution facilities, repackaging activities and other operations also are subject to regulation and inspection by the Canadian Food Inspection Agency and provincial health authorities.

Our trucking operations are regulated by the Surface Transportation Board, the Federal Highway Administration, Transport Canada and Canadian provincial transportation authorities.

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Our principal executive office is located at 100 East Ridge Road, Ridgefield, Connecticut 06877, and our telephone number is (203) 894-1345.

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all

amendments to those reports will be made available free of charge through the Investors section of our website (http://www.chefswarehouse.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports will be made available free of charge through the Investors section of our website (http://www.chefswarehouse.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).

Material contained on our website is not incorporated by reference into this report.

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General Counsel, Corporate Secretary & Chief Government Relations Officer

40 Alexandros Aldous is our General Counsel, Corporate Secretary & Chief Government Relations Officer, positions he has held since joining us in March 2011, our IPO on July 27, 2011, and March 8, 2017, respectively.

41 Alexandros Aldous is our General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer, positions he has held since joining us in March 2011, our IPO on July 27, 2011, March 8, 2017, and September 16, 2021, respectively.

Aldous is also an adjunct Professor of Law at the Washington College of Law, American University.

Aldous's prior work experience includes working as an attorney with Barclays Capital, the investment banking division of Barclays Bank PLC, in London, where he focused primarily on mergers and acquisitions and capital markets, and prior to that, working as an attorney with Shearman & Sterling LLP, in New York, where he focused primarily on mergers and acquisitions.

Aldous is a member of both the Government Relations Leadership Committee and General Counsel Committee of the International Foodservice Distributors Association, co-chairman of the Global Alumni Advisory Board of the American College of Greece, as well as a member of the Dean's Counsel of American University's School of International Service.

Aldous is a member of both the Government Relations Leadership Committee and General Counsel Committee of the International Foodservice Distributors Association;

a member of the Board of Directors of World Trade Center Miami, including chairperson of its Government Relations Committee;

a member of the Board of Trustees of the American College of Greece, including a member of both its Audit Committee and Pierce College Committee;

co-chairperson of the Global Alumni Advisory Board of the American College of Greece;

and a member of the Board of Advisors of American University's School of International Service.

Aldous earned a B.A.

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McCauley holds a Bachelor of Science degree in Business - Accounting from the University of Connecticut and is a registered certified public accountant in the state of Connecticut.

Patricia Lecouras

Chief Human Resources Officer

65 Patricia Lecouras is our Chief Human Resources Officer.

Lecouras was promoted to Chief Human Resources Officer on March 8, 2013.

Lecouras joined our company from GE Capital Commercial Finance where she was vice president, human resources from 2001 to 2007.

Prior to her time with GE Capital Commercial Finance, Ms.

Lecouras was with Nine West Shoes (f/k/a Fischer Camuto Corporation) and Xerox.

Lecouras's professional experience is multi-disciplinary and includes prior experience working in finance and tax-related functions.

She also has earned a six sigma master black belt certification.

Lecouras holds a Bachelor of Arts degree in Psychology and Social Work from Skidmore College.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business