The Chefs' Warehouse Inc 2025年度报告

Dear Stockholders, During 2025, we continued to make significant progress towards achieving our medium and long-term strategic and financial goals. Ourtotal revenue for fiscal 2025 increased approximately 9.4% to approximately $4.15 billion from approximately $3.8 billion in fiscal 2024and we reported an increase in adjusted EBITDA of approximately 18% to $258 million for fiscal year 2025 from $219 million in fiscalyear 2024. During 2025, we continued to invest across our markets and operations via capital deployment focused on growing our nationalfootprint, expanding distribution capacity to drive growth and operational efficiency, and investments in technology utilizing artificialintelligence, forms of automation and multiple system improvements across our digital platform, sales, operations, procurement and ourshared-service corporate functions. During the fourth quarter of 2025, we acquired Italco Specialty Foods located in Denver, Colorado.Italco will combine with our existing business in the region in a new expanded distribution center with capacity to grow the resort andurban markets in the growing and dynamic Centennial State. In addition, we continued to diversify our product offerings in key markets,expanded distribution capacity in Qatar and Oman, and made progress towards further expansion projects underway in our Portland,Oregon and Las Vegas markets.1 During 2025, we continued to strengthen the balance sheet, achieving a net debt leverage ratio of 2.1 by year-end 2025. In addition, wegenerated approximately $88 million of free cash flow and returned cash to shareholders via approximately $15 million of common sharerepurchases under our $100 million approved share repurchase program.11 As we grow, we will continue to enhance our business model as a family of Brands and Companies – representing and partnering withartisan food producers globally and remaining laser focused on continuing to execute our unmatched hybrid sales and service model. Aswe continue to grow domestically and internationally, we expect Chefs’ Warehouse to remain rooted in its DNA as the leading SpecialtyFood Marketer and Distributor to the up-scale casual and higher-end dining establishments in the markets we serve. Christopher PappasChairman & Chief Executive Officer RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA (Unaudited, in millions)Net IncomeInterest ExpenseDepreciation and AmortizationProvision for Income TaxesEBITDA (1)Adjustments:Stock Compensation (2)Duplicate Rent (3)Other Operating Expenses (4)Moving Expenses (5)Adjusted EBITDA (1) (1) We are presenting EBITDA and Adjusted EBITDA, which are not measurements determined in accordance with the U.S. generallyaccepted accounting principles ("GAAP"), because we believe these measures provide additional metrics to evaluate our operations andresults and which we believe, when considered with both our GAAP results and the reconciliation to net income, provide a more completeunderstanding of our business than could be obtained absent this disclosure. We use EBITDA and Adjusted EBITDA, together withfinancial measures prepared in accordance with GAAP, such as revenue and cash flows from operations, to assess our historical andprospective operating performance and to enhance our understanding of our core operating performance. The use of EBITDA andAdjusted EBITDA as performance measures permits a comparative assessment of our operating performance relative to our performancebased upon GAAP results while isolating the effects of some items that vary from period to period without any correlation to coreoperating performance or that vary widely among similar companies. Amounts may not add due to rounding.(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 usethose 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 connectionwith our acquisitions or financing arrangements and certain other costs.(5) Represents moving expenses for the consolidation and expansion of several of our distribution facilities. RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW (Unaudited, in millions)Net Cash Provided by Operating ActivitiesCapital ExpendituresFree Cash Flow (1) (1) We are presenting free cash flow, which is not a measurement determined in accordance with GAAP, because we believe this measureprovides an additional metric to evaluate our operations and results and which we believe, when considered with both our GAAP resultsand the reconciliation to ne