Greetings, and welcome to The Chefs' Warehouse First Quarter 2021 Earnings Conference Call. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Alex Aldous, General Counsel, Corporate Secretary, and Chief Government Relations Officer. Please go ahead sir.

Thank you, operator. Good morning, everyone. With me on today's call are Chris Pappas, Founder, Chairman and CEO; and Jim Leddy, our CFO. By now, you should have access to our first quarter 2020 earnings press release. It can also be found at www.chefswarehouse.com, under the Investor Relations section. Throughout this conference call, we will be presenting non-GAAP financial measures, including, among others, historical and estimated EBITDA and adjusted EBITDA, as well as both historical and estimated adjusted net income and adjusted earnings per share. These measurements are not calculated in accordance with GAAP, and may be calculated differently in similarly titled non-GAAP financial measures used by other companies. Quantitative reconciliations of our non-GAAP financial measures to their most directly comparable GAAP financial measures, appear in today's press release. Before we begin our formal remarks, I need to remind everyone that part of our discussion today will include forward-looking statements, including statements regarding our estimated financial performance. Such forward-looking statements are not guarantees of future performance. And therefore, you should not put undue reliance on them. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Some of these risks are mentioned in today's release. Others are discussed in our Annual Report on Form 10-K and quarterly reports on Form 10-Q, which are available on the SEC website. Today, we are going to provide a business update and go over our fourth quarter results in detail. Then we will open up the call for questions. With that, I will turn the call over to Chris Pappas. Chris?

Thank you, Alex, and thank you all for joining our first quarter 2021 earnings call. As expected January and February business activity were significantly impacted by the COVID related restrictions implemented during the fourth quarter of 2020. Severe weather especially in the northeast, as well as continued customer menu compression due to the COVID environment contributed to lower volumes during the quarter. Progress on vaccinations combined with easing restrictions in March led to a gradual weekly builds in revenue, and we exited the quarter trending at approximately 75% of 2019 sales inclusive of acquisitions added in 2020. Similar to our previous reporting, I will compare the sales and gross margin results of the current quarter sequentially to the fourth quarter of 2020. Jim will provide the comparison to prior year in his comments later in the call. During the quarter, net sales were essentially flat versus the fourth quarter of 2020. While specialty sales decreased approximately 2% sequentially versus the fourth quarter of 2020. Average unique customers increased 0.8% and we saw higher placements approximately 4.7%. Specialty cases decrease 3.1% versus the fourth quarter of 2020. While center-of-the-plate pounds sold were approximately 1.6% higher sequentially, versus the fourth quarter of 2020. Gross Profit gross profit margins increased approximately 13 basis points compared to the fourth quarter of 2020. Gross Margin in the specialty category increased 358 basis points as compared to the fourth quarter of 2020. While gross margin in the center-of-the-plate category decrease 330 basis points. Jim will provide more detail on gross margin and inflation in a few minutes. On April 23rd, we completed the acquisition of Foley Fish located in New Bedford Massachusetts. Foley distributes premium cut-to-water fresh and frozen seafood products to restaurants hotels in the Boston metro area, and maintain the national distribution business, similar…

Thank you, Chris. And good morning everyone. I'll now provide a comparison of our current quarter operating results versus the prior year quarter and provide an update on our balance sheet and liquidity. Our net sales for the quarter ended March 26, 2021, decreased approximately 25.4% to $282.2 million from $375.4 million in the first quarter of 2020. The decrease in net sales was a result of a decline in organic sales of approximately 28%, as well as the contribution of sales from acquisitions, which added approximately 2.6% to sales growth for the quarter. Net inflation was 6.2% in the first quarter, consisting of 6.4% inflation in our specialty category and inflation of 6.1% in our center-of-the-plate category versus the prior year quarter. Gross Profit decreased 31% of $58.9 million for the first quarter of 2021 versus $85.5 million for the first quarter of 2020. Gross profit margins decrease approximately 173 basis points to 21%. Significant year-over-year inflation especially in the center-of-the-plate categories, as well as product mix were the primary drivers of lower gross profit margin. As a reminder, net inflation during the first quarter of 2020 was essentially flat. The primary driver of net specialty inflation was significant price increases in cheese, dairy and chocolate categories, accompanied by more moderate broad based inflation in most specialty product lines. Inflation in the center-of-plate category was driven by higher pricing across most beef categories, as well as product make changes attributed to strong growth in our Allen Brothers direct-to-consumer business. Total operating expense decreased approximately 22.8% to $79.1 million for the first quarter of 2021, from $102.5 million for the first quarter of 2020. On an adjusted basis, operating expense decreased 30.9% year-over-year. The primary drivers of lower adjusted operating expense were lower volume related operational costs, the cost actions…

Thank you. [Operator Instructions]. Our first question is from Alex Slagle of Jefferies. Please proceed.

Thanks. Good morning.

Good morning, Alex.

Just wondering if we could just talk a little bit more about the commodity inflation and elevated freight costs. I guess, that out there. Just thoughts on your outlook and kind of the ability to pass along this pricing? Just any additional commentary you have there be helpful?

Yes, sure. So I think the quarter was a very interesting one. You can bifurcate the quarter really into the first two months, which were extremely impacted by COVID and the weather. And then you had the back half of the quarter really with a pretty accelerated ramp-up in business activity going into April. And I think, inflation was definitely impacted by that. You have supply chains that aren't catching up to the extreme artificial demand destruction that happened in 2020. And so, I think it's a unique period where we saw pretty extreme inflation. While we reported 6% to 7% overall average inflation, certain categories in proteins, especially, as well as certain specialty categories had double digit inflation that we haven't really seen in a very short period of time. So I think, we're going to go through this period of catching up both the supply chains. I think it's impacting the labor market in terms of supply and the dynamics there. And then I think, as we look forward, we expect it to gradually normalize as we get to the back half of 2021. I think the other thing that has impacted us during the quarter was a continuation of product mix, changes that brought down our average gross profit margin, selling more proteins, which come at in a lower average, gross profit margins, then some of our specialty product lines. And that combined with the really extreme inflation. I think we view it as transitory. And that as supply chains catch up, things will start to normalize toward the back half of the year.

Makes sense. And on labor, maybe just a little more there just challenges finding drivers and staffing warehouses. I mean, how much more hiring do you think you need to do to meet the expected demand? Do you have any thoughts on that?

It was challenging before COVID. We're looking at some data this morning. And the conversation has never been. There's an availability of excess labor that was never an easy -- never an easy day trying to find drivers and night crews. And they're hard jobs. And when you have full employment, it was hard before. So, extremely challenging, especially -- I mean, we knew, obviously, the recovery was coming. But it's unprecedented, trying to prepare for when your -- the business just exploded. Okay. As the weather started turning and the vaccines really started to, we started to see -- our customers started to see more and more of their customers returning and it just explosive growth coming out of March into April. So we knew it's going to be difficult. Our customers are having a really hard time getting labor right now. We think it's going to probably continue to at least September. I think that's where unemployment and all the stimulus checks end. Because right now, it's just very, very hard to get people to want to come to work in some of these jobs. And managers are chipping in, and everybody really is helping on the front line. It's a good problem in many ways. I mean, business is coming back and menus are starting to come back normalize, which is increasing our order size and items sold. And that's really how we make money. At the same time, it's extremely, extremely challenging. You're almost like, going back to the gym and that you'll benefit in a few months. But, the first few months is going to be really hard to get back into shape. And I think that's what we're going through.

Got it. Well, good to see things accelerating. Thank you. And I'll pass it on.

Thanks, Alex.

Thank you. Our next question is from Peter Saleh of BTIG. Please proceed.

Great. Thanks. And thanks for taking the question. Chris, I think you mentioned recent sales are at 79% of 2019 levels. Are you suggesting that's April? Or is that kind of the end of April? And then, could you just comment a little bit about what you're seeing out of some of the key markets on the West Coast and in New York, please?

Sure. Again, I think I'll let Jim opine a little bit more on the acceleration. I mean, obviously, every day, thank God, gets better. And we're starting to March. I think it's just a day, a matter of days before we start going into the 80s. And which -- for us, honestly, I didn't think we get back to the 80 plus, till later maybe in the summer, going into the fall. So, the pent-up demand is just exploding, which brings its own issues right now, but trying to staff, trying to try to meet demand. I mean, it's just -- we're unprecedented what we're seeing from supply chains coming out of everywhere, Europe, the trailers are backed up, trying to get longshoremen back to work to unload the trailers. So it's going to be tight until I think, September, October. But, New York, LA, I mean, all the major markets, it's -- what you would think that the demand is -- when you look in New York, it's downtown, it's uptown, midtown, offices are not full yet. So those people are suffering, the theaters not back yet. Where you have a bit of good weather. Where you have more outdoor seating. Where you have more of the ability. I mean, places like Texas, some of my favorite restaurants and customers there, they're back to -- they're even better than pre COVID numbers, because of just people wanting to go back out again and socialize and have some normality. So I think the trend will continue every day, will continue to get better. But I think the midtowns of the major cities will drag until fall. And we kind of expected that. At the same time, we did expect all our other types of customers to actually exceed expectations. And right now, they're exceeding even our expectations, which shows us how much pent-up demand is, and people are going out where they're living versus working, many are still working from home. So I think, it's dictating, really, we're following our customer's customer and following the money and trying to ramp up as fast as we possibly can to meet demand.

Yes. And Peter, just about the cadence, part of your question. The 79% is kind of the average of the last two weeks of -- these past two weeks. And, and just to give you a sense of the cadence. I talked about the first quarter being bifurcated into a really horrible January and February, and then March really kind of exploding and Chris mentioned, and then into April. We were operating at 55% or 60% of 2019 pro forma for the acquisitions earlier in the Q1 and then coming out of April, we're just under 80%. That gives you a sense of the acceleration over a period of really a matter of weeks. That's -- hopefully that gives you a sense of the cadence.

No. That's very helpful. Can I ask you one more on acquisitions on the M&A environment. Given how tough the environment is overall right now with inflation and demand coming back. Does it make the acquisition market, I guess, more attractive to you guys? I know you just made another small acquisition recently. Should we expecting more? How do you -- how are you thinking about more tuck-in acquisitions at this point? Thanks.

Sure. Yes. Pre COVID, the market was extremely frothy. I mean, the industry is consolidating, I think that's obvious. For many, many, many reasons, we're looking at an industry that was fragmented, heavily consolidated in many states, but still 1000s of small companies that do something unique. And part of what Chefs' has been doing the past 10 years is consolidating this part of the industry. So, a lot of deals that will lingering pre COVID, I think they'll get done. Right now, the labor market, obviously is a headwind. These companies have been struggling. Nobody's immune from what's going on. But we think as we go into the fourth quarter, especially as stimulus and I think the incentive of not to work, starts to go away, and people realize they have to get a job, I think we have 8 million people still that have not got back into the workplace from pre COVID numbers. I think you will see, many, many deals being announced. I think it's just being able to forecast, right? So, Foley Fish, we were talking before COVID. We thought they were a perfect fit, culturally, ownership, history, their commitment to quality and service fit right into the Chefs' warehouse service model. So, I think deals like that you will continue to see us hopefully do. And I think the markets -- I think you'll see a lot of M&A going into 2022 and 2023 deals that were backed up.

Excellent. Thank you very much.

Thank you. Our next question is from Kelly Bania of BMO Capital. Please proceed.

Hi, good morning. This is Kelly Bania. Thanks for taking our questions. Chris and Jim, just wanted to see if you had a sense, it's very difficult to kind of measure market share for Chefs' warehouse, given your kind of unique customer focus. But just curious what you're seeing just broadly across your customer base? How you think you're faring in terms of market share with your core customer group?

Sure. A lot of things I mean -- every day we hear about new customer acquisition, and I think we reported even last quarter, which was obviously extremely challenging that -- what was amazing was the amount of new customers that we were acquiring. So, I would say that, we absolutely have our net positive, even though we still have a lot of customers who have not opened historical customers, the amount of new customers who are coming to us, I think, kind of fits into what our strategy has been that we knew that the next year would be extremely challenging. So, what strategically can we do for the future of our business, and it was really to work with customers and really be a true partner with what we saw common, which was inflation, logistical challenges, supply chain challenges, labor challenges, and go out of our way to even be a better partner. We're running extra trucks. We're running courier services. Salespeople are going out of their way to see how they can assist in every possible way, because you're going from customers who are doing 20, 30 covers a day, all of a sudden, they're doing 200. You're going to have a lot of challenges in servicing customers, which is a good thing in many ways, right? We've been waiting for this day for over the past 14 months. So, I think we are -- I know, we are gaining market share, because of our ability to service. There's a lot of smaller competitors that we've seen, even larger, that limited service in many areas, too many customer bases, trying just because they just didn't don't even have the labor to make the delivery. So, we are by far not perfect, but I think that we have…

Thank you. That's very helpful. Chris just maybe also, you mentioned menu compression, and maybe a little bit of that starting to come back. Just curious if you can elaborate on that a little bit? And maybe just how much you estimate that's impacting you now? And if you think there's any sustained impact from just the vast menu compression and the reversion, maybe just anything longer term there?

Sure. So, the Cassandra's crystal ball, let me let me get it out of Jim's desk and really shine it up and take a look, Kelly. I think if you're a diner like myself, I've been out lunch and dinner, sometimes breakfast every day, trying to talk to customers and really get a feel, and obviously, we read all the reports, and we see the category sales. As labor comes back, the menus are going to expand. People want choices. I -- depending on what city I'm in, I'm going to restaurants, especially if I'm there for a week in the same restaurant, you don't want to eat the same thing every day. So I think a lot of it is common sense. I think it depending on their labor pool, that limits the menus, right? So to expand the menu, you have to have bodies, you have to have hands. And I'm starting to see menus coming back. I mean, I could see from our sales reports, people are being asked to come in and help with their new menus, and people are trying to get back to normal menus. Even last night, I had dinner in a place that I haven't been to in a while and I was overwhelmed with choices, too many choices. So absolutely, depending on labor, the menus are coming back, which we need them to come back. At the same time, it's challenging because of the supply channels. So, thank God, we do have over a 1000 suppliers in 40 countries in many different channel channels to get supplies. So we are scrambling. And I think it's going to be tough. I think we're all looking at 2022. 2021 is really get through it. Meet our -- be a great partner for our customers. We've had the gross profit margin headwinds, because it's just impossible at this point to manage everything. So really, our goal right now is make sure we have product, get it to the customer. Obviously try to make as much gross profit dollars. But really, it's setting up 2022 to have more customers gain market share, and really be in a better position just like with the Foley acquisition that we could have a much better portfolio of offerings into 2022 and into 2023 to kind of make up what's happened the last 14 months. So I think we're looking at the long ball. And obviously day-to-day, we're trying to execute. But it's it almost -- it's like the feeling of coming out of a war and trying to get back to normal.

Thanks. And maybe I'll just throw one more in. Just looking back I think we were or you had mentioned maybe reaching possibly around 75% to 80% of pro forma 19 sales this year. And it sounds like you're already there, a big acceleration in the last several weeks. So just curious if you wanted to take the opportunity to where you think the full year could kind of end up? Or any thoughts on that point?

So, yes, thanks, Kelly. So, I think the acceleration that we've seen in March and April on a weekly revenue basis has exceeded our expectations. I think January and February were worse than our expectations, given the severe weather and the significant COVID impact, it was very much like December. So, I think we said before, our goal really is not guidance, but our goal is to exit 2021, a kind of 85% to 90% of 2019 on a pro forma for the acquisitions. I think we're on that path. I think we're going to see a leveling off through the summer months of the acceleration. I think, revenue continues to outperform. Chris mentioned, obviously, we have gross profit margin challenges driven by inflation and other dynamics, but we think that that will start to normalize toward the end of the year. And I think, if we can exit the year at 85% or 90%, and then really go into 2022, and build gradually back to 100 plus percent in the back half of 2022, that would be kind of an ideal situation for us going forward.

Yes. I think the hardest part, Kelly, to the reason why it's impossible to forecast right now is, it's really supply chain. It's being able to get adequate supply and fill up containers, and get our shipping lanes more efficient. Freight is killing us. What we're paying for containers, right now, it's almost like an auction. If you're willing to pay, you can jump the line and get your product from a lot of these seaports. So it's kind of the wild west. And like, Jim always reminds me, it's going to eventually, the supply is going to catch up to the demand, and prices will normalize. So you still have a COVID environment, you still have a lot of facilities that cannot go back to normal. So they can't produce kind of like the what we're seeing in protein right now. They can't keep they can't keep up with demand. So pushing up the prices. And the demand is still there, which is great to see, but it's putting a lot of pressure on menu prices. And there's only so much you can push the menu price at this point. So I think we're all taking a short term hit. And I think that's why it's so hard to forecast, because as you know, in our industry, one point, you'd missed by a quarter point, and you thought the world was ending. Now you're like two points behind, and you're like, wow, this is getting better. So it's climbing up that long, long, long staircase, but there's finally light at the end of the tunnel. There's excitement, enthusiasm in the industry. And now it's just a lot of work to get through to the other side, where the labor pool comes back, supply chains normalize. And we can take a deep breath. But right now we're in the middle of a 35 mile sprint. And it's requiring just all our energy just to get through this. But it is exciting to see restaurants filling up and customers coming back out. It's really almost all about the vaccines at this point. As more and more people get vaccinated, they're more comfortable. And we're hearing record breaking nights for customers. I mean, it's exciting.

Great. Thank you.

Thanks, Kelly.

Thank you. Our next question is from Todd Brooks of C.L. King & Associates. Please proceed.

Hey, good morning, guys. Couple of questions. It sounds like with the challenges to keep up demand, I don't know if this will be more fuel to the fire or not. But Chris, as you're looking out and what you're hearing from customers kind of into the peak summer season? What's demand for the event business looking like in the upcoming periods as far as key country club customers, hotel customers. What do you hearing from your customer base?

Sure. So, I think it's state by state. You're, you're really starting to see that the way the constitution was built and the federal system that its states that kind of like Florida that never really closed. And so when I look at Florida except for -- we don't have our cruise ship business, which actually brings a lot of tourists into Florida. If that was back, Florida would actually be exceeding 2019. So, we're hearing things about say, all the theme parks and all that. You could see they're starting campaigns, especially for local, a lot of people that can drive there are starting to come out. So, we're starting to see the signs of business and tourism. We're hearing from many hotel operators that a lot of leisure travel is starting to come back, and they're starting to see demand. We're starting to hear weddings being booked. We're starting to see -- I don't think I've heard about large, large events being booked yet, but I'm hearing more and more -- just like even looking at Las Vegas, just I'm amazed sometimes that the amount of business that we are doing with no major conventions. So I think that the major events obviously, will be dictated by the state and by corporates comfort level in having that many people. I was just invited to the first party. I've been invited to a Memorial Day party, but you have to be vaccinated to come up. So I think, again it's kind of like -- it's really, we're entering uncharted territory, but I think it's going to be a great summer. I'm hearing lots and lots of customers very optimistic. I think the drag is still the office buildings in the major cities and the restaurants around them. It is getting better. But I think that's -- we'll wait and see. I'm hearing more, it's all time, which to me would be great, because I think we're just so busy right now. It's all we can handle. So, having tier step up would be -- it's not a bad thing, trying to gear up, trying to find drivers, trying to find night crews to meet demand. I think we're all scrambling. And maybe we can get some -- maybe someone could speak to our elected officials to say, this is really hard for the business, especially small businesses to trying to get labor is really challenging, and causing a lot of issues in the recovery. I know that everybody means well, but it's making extremely hard to get labor back and to allow us to do business and be profitable. So I think that -- I'll go with the step up. I think that we will step up every month, it'll get a little better, a little better. And I think the challenge will be labor.

Fair enough. And then the second question, you talked about new customer wins during the pandemic, and that shouldn't surprise any of us with your maintenance or service levels access to credit. But you typically have a very good view on kind of green shoots in the industry. And I know, the sense now with, especially with the new stimulus for the industry that we're not going to bottom with as many doors closed. But what are you seeing as far as new restaurant creation? As you start to look at maybe a third phase of once the downtown city center start to open up this fall, what are you seeing as far as new restaurants opening and just the front end of maybe door growth that you'll be able to take advantage of?

Yes. I think it's going to be overwhelming. Restaurant tours, open restaurants, right? That's what they do. So as prime real estate, if becomes available, it's a once in a lifetime really. So it's going to be a land grab. I don't think it's an even fair playing field. I think the strong, many, many customers were blessed with getting PPP and being able to have the balance sheet right now to take advantage of what is happening. So we're hearing from many, many customers. I mean, we are part consultants, right, because we kind of see the landscape and see where the business is. So we do get tremendous amount of phone calls of what do you think. And we are seeing many customers signing leases. I think it's going to take some time because they just don't have the labor. We're hearing from customers saying, I'd opened my other restaurant, but I just don't have the labor yet, Chris, so probably open in the fall, probably open first quarter next year. So, I think it's a lot of common sense, where people think people are coming back, I know that, the gazillion dollar question is, how many people will come back to the office? What would the office parks look like? What would business around offices look like? I think that's still to be determined. But we are -- we're seeing -- we're starting to see it. We're starting to see the recovery. We're starting to see the traffic. And we're starting to see the volume. It's just -- I think it's still bifurcated in many areas. And if you go to the major cities, you'll see traffic, you will see people, you'll see restaurants, but it's not evenly flowing yet. So I think that many people are making bets for 2022 and 2023. And they're going to start to gobble up places that might have closed, especially in business areas. And they're starting to make the bets that the volume is coming back.

That's very helpful. Thanks, Chris.

Thanks, Todd.

Thanks.

Thank you. [Operator Instructions] Our next question comes from Ben Klieve of Lake Street Capital Markets. Please proceed.

All right. Thanks for taking my questions. Just one for me this morning. Curious about kind of the things we saw last year around this time in major urban areas that were regulations allowed for expanded outdoor seating and in the sidewalk in some places in the closed off streets. With warm weather on the horizon again, are you seeing this again? And if so, are your customers kind of shifting capacity from indoor to outdoor? Or with indoor restrictions lifting does this result in the net increasing capacity, especially in your urban core customers?

Yes. Again, I think it's neighborhood to neighborhood, Ben. But the volume that we're seeing, you have to have indoor capacity, right? Not everybody has outdoor capacity to so. You could just I call it the vaccine effect, you could just start -- you're seeing people starting to go back inside. I think I read this morning too, we're going to go to 75% capacity at a certain time. I mean, I read all the papers around the country. I am confused which ones which anymore, but it's building. And it really is the vaccine effect. Saturday night, our local place here in Connecticut hasn't done 300 covers since the beginning of the pub, and before the pandemic. So the place inside was packed, the place outside was packed. So you do have an advantage. If you have outdoor. First of all, you have more capacity. And especially if there's restrictions, you can do turns. I saw some customers in Texas, they're doing more coverage than pre COVID, because they have outdoor, they have indoor, people are very cooperative, there's a sign when you sit down or they ask you, can you please limit your stay to two hours. And customers have been cooperative. They know that the industry has been traumatized, and we're all trying to recover. So I think that -- it's benefiting, people are being forgiving. They know, restaurants are short staffed in many ways. So I think it is a stage recovery. And it's not going to be even, depending on your ability to get labor. So I think the only thing that's going to hold us back really in the next few months is the ability to get labor back, because the demand is there.

Got it. Got it. That's very encouraging. That does it for me. Best of luck here navigating everything here in coming weeks as everything reopens. Thanks much. I'll jump back in queue.

Thanks Ben.

Thank you. Ladies and gentlemen, this concludes our question and answer session. And it will also include today's conference. You may disconnect your lines at this time. Thank you for your participation.

Thank you.