The Chefs’ Warehouse Reports Second Quarter 2019 Financial Results

Net Sales Growth of 11.1%


RIDGEFIELD, Conn., July 31, 2019 (GLOBE NEWSWIRE) -- The Chefs’ Warehouse, Inc. (NASDAQ: CHEF) (the “Company”), a premier distributor of specialty food products in the United States and Canada, today reported financial results for its second quarter ended June 28, 2019.

Financial highlights for the second quarter of 2019 compared to the second quarter of 2018:

  • Net sales increased 11.1% to $411.4 million for the second quarter of 2019 from $370.4 million for the second quarter of 2018.
  • Gross profit increased 14.2% to $106.5 million for the second quarter of 2019 from $93.2 million for the second quarter of 2018.
  • GAAP net income was $7.7 million, or $0.26 per diluted share, for the second quarter of 2019 compared to $6.8 million, or $0.24 per diluted share, in the second quarter of 2018.
  • Adjusted EPS1 was $0.33 for the second quarter of 2019 compared to $0.24 for the second quarter of 2018.
  • Adjusted EBITDA1 was $26.0 million for the second quarter of 2019 compared to $21.5 million for the second quarter of 2018.

“First quarter momentum continued into the second quarter of 2019, with strength in both revenue and gross profit dollar growth.” said Chris Pappas, chairman and chief executive officer of The Chefs’ Warehouse, Inc. “Second quarter volume growth in the specialty category was slightly lower than our typical range, primarily due to year-over-year comparisons and product mix changes. However, we are pleased with our team’s execution in driving solid organic growth and strong margins. We continue to focus on growing our customer base and enhancing our service model as the premier marketing and distribution partner to independent restaurants in the geographies we serve.”

Second Quarter Fiscal 2019 Results

Net sales for the quarter ended June 28, 2019 increased 11.1% to $411.4 million from $370.4 million for the quarter ended June 29, 2018. Organic growth contributed $14.6 million, or 4.0% to sales growth in the quarter. The remaining sales growth of $26.4 million, or 7.1%, resulted from acquisitions. Organic case count grew approximately 2.4% in the Company’s specialty category with unique customers and placements growth at 4.4% and 3.5%, respectively, compared to the prior year quarter. Pounds sold in the Company’s center-of-the-plate category increased 1.0% compared to the prior year quarter. Estimated inflation was 2.6% in the Company’s specialty categories and 1.9% in the center-of-the-plate categories compared to the prior year quarter.

Gross profit increased approximately 14.2% to $106.5 million for the second quarter of 2019 from $93.2 million for the second quarter of 2018. Gross profit margin increased approximately 71 basis points to 25.9% from 25.2%. Gross margins in the Company’s specialty category increased 44 basis points and gross margins increased 122 basis points in the Company’s center-of-the-plate category compared to the prior year quarter.

Total operating expenses increased by approximately 16.2% to $90.9 million for the second quarter of 2019 from $78.3 million for the second quarter of 2018. As a percentage of net sales, operating expenses were 22.1% in the second quarter of 2019 compared to 21.1% in the second quarter of 2018. The increase in total operating expenses includes a $2.6 million increase in non-cash charges for changes in the fair value of certain contingent earn-out liabilities compared to the prior year quarter. The earn-out adjustments and higher distribution costs versus the prior year quarter were the primary drivers of the increase in the ratio of operating expense to revenue. This was partially offset by lower selling and general administration related expenses as a percentage of revenue versus the second quarter of 2018. Excluding the impact of the earn-out adjustments, total operating expenses increased 12.8%.

Operating income for the second quarter of 2019 was $15.5 million compared to $14.9 million for the second quarter of 2018. The increase in operating income was driven primarily by increased gross profit, offset in part by higher operating expenses, as discussed above. As a percentage of net sales, operating income was 3.8% in the second quarter of 2019 as compared to 4.1% in the second quarter of 2018.

Total interest expense decreased to $4.8 million for the second quarter of 2019 compared to $5.4 million for the second quarter of 2018 due primarily to lower effective interest rates charged on the Company’s outstanding debt and the conversion of the $36.8 million of convertible subordinated notes during the third quarter of 2018.

Net income for the second quarter of 2019 was $7.7 million, or $0.26 per diluted share, compared to net income of $6.8 million, or $0.24 per diluted share, for the second quarter of 2018.

Adjusted EBITDA1 was $26.0 million for the second quarter of 2019 compared to $21.5 million for the second quarter of 2018. For the second quarter of 2019, adjusted net income1 was $9.8 million, or $0.33 per diluted share compared to adjusted net income of $7.0 million, or $0.24 per diluted share for the second quarter of 2018.

1EBITDA, Adjusted EBITDA, adjusted net income and adjusted EPS are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of EBITDA, Adjusted EBITDA, adjusted net income and adjusted EPS to these measures’ most directly comparable GAAP measure.

Full Year 2019 Guidance

Based on current trends in the business, the Company is updating financial guidance for fiscal year 2019 and now expects the following:

  • Net sales between $1.57 billion and $1.61 billion
  • Gross profit between $400.0 million and $409.0 million
  • Net income between $26.3 million and $29.2 million
  • Net income per diluted share between $0.88 and $0.98
  • Adjusted EBITDA1 between $89.0 million and $93.0 million
  • Adjusted EPS1 between $0.96 and $1.05

This guidance is based on an effective tax rate of approximately 27.5% and approximately 30 million shares, on a fully diluted basis.

Second Quarter 2019 Earnings Conference Call

The Company will host a conference call to discuss second quarter 2019 financial results today at 5:00 p.m. EST. Hosting the call will be Chris Pappas, chairman and chief executive officer, and Jim Leddy, chief financial officer. The conference call will be webcast live from the Company’s investor relations website at http://investors.chefswarehouse.com/. The call can also be accessed live over the phone by dialing (877) 407-4018, or for international callers (201) 689-8471. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13692150. The replay will be available until Wednesday, August 7, 2019, and an online archive of the webcast will be available on the Company’s investor relations website for 30 days.

Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company’s business 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 the Company’s control could materially affect the cost and/or availability of its specialty food products or center-of-the-plate products and/or interrupt its distribution network; the Company’s 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, the Company 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; and the Company’s business operations and future development could be significantly disrupted if it loses key members of its management team. 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”) on March 1, 2019 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.

About The Chefs’ Warehouse

The Chefs’ Warehouse, Inc. (http://www.chefswarehouse.com) is a premier distributor of specialty food products in the United States and Canada focused on serving the specific needs of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 55,000 products to more than 34,000 customer locations throughout the United States and Canada.

Contact:
Investor Relations
Jim Leddy, CFO, (718) 684-8415

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2019 AND JUNE 29, 2018
(unaudited, in thousands except share amounts and per share data)

 Thirteen Weeks Ended Twenty-six Weeks Ended
 June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018
Net Sales$411,420  $370,442  $768,447  $689,057 
Cost of Sales304,945  277,202  571,783  516,295 
Gross Profit106,475  93,240  196,664  172,762 
        
Operating Expenses90,939  78,292  174,978  152,074 
Operating Income15,536  14,948  21,686  20,688 
        
Interest Expense4,845  5,381  9,396  10,360 
Loss on Asset Disposal6  30  40  30 
Income Before Income Taxes10,685  9,537  12,250  10,298 
        
Provision for Income Tax Expense2,939  2,718  3,370  2,935 
        
Net Income$7,746  $6,819  $8,880  $7,363 
        
Net Income Per Share:       
Basic$0.26  $0.24  $0.30  $0.26 
Diluted$0.26  $0.24  $0.30  $0.26 
        
Weighted Average Common Shares Outstanding:       
Basic29,527,167  28,166,875  29,492,138  28,144,782 
Diluted29,848,285  29,595,247  29,844,614  28,311,549 
            

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 28, 2019 AND DECEMBER 28, 2018
(in thousands)

 June 28, 2019 December 28, 2018
 (unaudited)  
Cash$24,294  $42,410 
Accounts receivable, net157,461  161,758 
Inventories, net122,592  112,614 
Prepaid expenses and other current assets12,650  11,953 
Total current assets316,997  328,735 
    
Equipment, leasehold improvements and software, net90,198  85,276 
Operating lease right-of-use assets (1)128,922   
Goodwill193,526  184,280 
Intangible assets, net144,420  130,033 
Other assets3,688  4,074 
Total assets$877,751  $732,398 
    
Accounts payable$86,814  $87,799 
Accrued liabilities24,787  24,810 
Short-term operating lease liabilities (1)16,554   
Accrued compensation10,779  12,872 
Current portion of long-term debt304  61 
Total current liabilities139,238  125,542 
    
Long-term debt, net of current portion281,628  278,169 
Operating lease liabilities (1)121,846   
Deferred taxes, net10,153  9,601 
Other liabilities7,491  10,410 
Total liabilities560,356  423,722 
    
Preferred stock   
Common stock303  300 
Additional paid in capital209,016  207,326 
Cumulative foreign currency translation adjustment(2,048) (2,221)
Retained earnings110,124  103,271 
Stockholders’ equity317,395  308,676 
    
Total liabilities and stockholders’ equity$877,751  $732,398 

(1) Fiscal 2019 includes new balance sheet captions due to the adoption of the new lease accounting standard, effective on the first day of fiscal 2019

THE CHEFS’ WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED JUNE 28, 2019 AND JUNE 29, 2018
(unaudited, in thousands)

 June 28, 2019 June 29, 2018
Cash flows from operating activities:   
Net income$8,880  $7,363 
    
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation6,055  4,500 
Amortization6,184  5,983 
Provision for allowance for doubtful accounts1,914  1,646 
Non-cash operating lease expense1,151  471 
Deferred taxes1,332  185 
Amortization of deferred financing fees1,044  1,102 
Stock compensation2,003  1,909 
Loss on asset disposal40  30 
Change in fair value of contingent earn-out liability2,795  228 
Changes in assets and liabilities, net of acquisitions:   
Accounts receivable7,424  (173)
Inventories(7,965) (10,182)
Prepaid expenses and other current assets(640) 1,524 
Accounts payable and accrued liabilities(5,482) 5,692 
Other assets and liabilities(2,845) (1,360)
Net cash provided by operating activities21,890  18,918 
    
Cash flows from investing activities:   
Capital expenditures(8,549) (5,545)
Proceeds from asset disposals  30 
Cash paid for acquisitions, net of cash received(28,292) (11,899)
Net cash used in investing activities(36,841) (17,414)
    
Cash flows from financing activities:   
Payment of debt(1,716) (2,248)
Payments under asset based loan facility(960)  
Cash paid for deferred financing fees  (534)
Cash paid for contingent earn-out liability(200)  
Proceeds from exercise of stock options558   
Surrender of shares to pay withholding taxes(868) (571)
Net cash used in financing activities(3,186) (3,353)
    
Effect of foreign currency translation on cash and cash equivalents21  (62)
    
Net decrease in cash and cash equivalents(18,116) (1,911)
Cash and cash equivalents at beginning of period42,410  41,504 
Cash and cash equivalents at end of period$24,294  $39,593 
        

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF GAAP NET INCOME PER COMMON SHARE
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2019 AND JUNE 29, 2018
(unaudited; in thousands except share amounts and per share data)

 Thirteen Weeks Ended Twenty-six Weeks Ended
 June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018
Numerator:       
Net Income$7,746  $6,819  $8,880  $7,363 
Add effect of dilutive securities:       
Interest on convertible notes, net of tax  164     
Net Income available to common shareholders$7,746  $6,983  $8,880  $7,363 
Denominator:       
Weighted average basic common shares outstanding29,527,167  28,166,875  29,492,138  28,144,782 
Dilutive effect of unvested common shares321,118  190,998  352,476  166,767 
Dilutive effect of convertible notes  1,237,374     
Weighted average diluted common shares outstanding29,848,285  29,595,247  29,844,614  28,311,549 
        
Net Income Per Share:       
Basic$0.26  $0.24  $0.30  $0.26 
Diluted$0.26  $0.24  $0.30  $0.26 
                

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF EBITDA AND ADJUSTED EBITDA TO NET INCOME
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2019 AND JUNE 29, 2018
(unaudited; in thousands)

 Thirteen Weeks Ended Twenty-six Weeks Ended
 June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018
Net Income$7,746  $6,819  $8,880  $7,363 
Interest expense4,845  5,381  9,396  10,360 
Depreciation3,174  2,184  6,055  4,500 
Amortization3,307  3,080  6,184  5,983 
Provision for income tax expense2,939  2,718  3,370  2,935 
EBITDA (1)22,011  20,182  33,885  31,141 
        
Adjustments:       
Stock compensation (2)1,088  1,072  2,003  1,909 
Duplicate rent (3)163    163   
Integration and deal costs/third party transaction costs (4)32  115  210  290 
Change in fair value of earn-out obligation (5)2,688  104  2,795  228 
Loss on asset disposal (6)6  30  40  30 
Moving expenses (7)    61   
        
Adjusted EBITDA (1)$25,988  $21,503  $39,157  $33,598 
  1. We are presenting EBITDA and Adjusted EBITDA, 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 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 our common stock and stock options to our key employees and our independent directors.

  3. Represents duplicate rent for our Los Angeles, CA facility.

  4. Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.

  5. Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.

  6. Represents the non-cash charge related to the disposal of certain equipment.

  7. Represents moving expenses for the consolidation and expansion of our Ridgefield, CT and Toronto, Canada facilities.

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED NET INCOME TO NET INCOME
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2019 AND JUNE 29, 2018
(unaudited; in thousands except share amounts and per share data)

 Thirteen Weeks Ended Twenty-six Weeks Ended
 June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018
Net Income$7,746  $6,819  $8,880  $7,363 
        
Adjustments to Reconcile Net Income to Adjusted Net Income (1):       
Duplicate rent (2)163    163   
Integration and deal costs/third party transaction costs (3)32  115  210  290 
Moving expenses (4)    61   
Change in fair value of earn-out obligations (5)2,688  104  2,795  228 
Loss on asset disposal (6)6  30  40  30 
Tax effect of adjustments (7)(794) (70) (899) (156)
        
Total Adjustments2,095  179  2,370  392 
        
Adjusted Net Income$9,841  $6,998  $11,250  $7,755 
        
Diluted Earnings per Share - Adjusted$0.33  $0.24  $0.38  $0.27 
        
Diluted Shares Outstanding - Adjusted29,848,285  29,595,247  29,844,614  29,548,923 
  1. We are presenting adjusted net income and adjusted earnings per share (EPS), which are not measurements determined in accordance with U.S. generally accepted accounting principles, or GAAP, because we believe these measures provide additional metrics to evaluate our operations and which we believe, when considered with both our GAAP results and the reconciliation to net income available to common stockholders, provide a more complete understanding of our business than could be obtained absent this disclosure. We use adjusted net income available to common stockholders and adjusted EPS, 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 net income available to common stockholders and adjusted EPS as performance measures permits a comparative assessment of our operating performance relative to our performance based upon our 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 duplicate rent for our Los Angeles, CA facility.
     
  3. Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.
     
  4. Represents moving expenses for the consolidation and expansion of our Ridgefield, CT and Toronto, Canada facilities.
     
  5. Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.
     
  6. Represents the non-cash charge related to the disposal of certain equipment.
     
  7. Represents the tax effect of items 2 through 6 above.

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED NET INCOME PER COMMON SHARE
FOR THE THIRTEEN AND TWENTY-SIX WEEKS ENDED JUNE 28, 2019 AND JUNE 29, 2018
(unaudited; in thousands except share amounts and per share data)

 Thirteen Weeks Ended Twenty-six Weeks Ended
 June 28, 2019 June 29, 2018 June 28, 2019 June 29, 2018
Numerator:       
Adjusted Net Income$9,841  $6,998  $11,250  $7,755 
Add effect of dilutive securities:       
Interest on convertible notes, net of tax  164    328 
Adjusted Net Income available to common shareholders$9,841  $7,162  $11,250  $8,083 
Denominator:       
Weighted average basic common shares outstanding29,527,167  28,166,875  29,492,138  28,144,782 
Dilutive effect of unvested common shares321,118  190,998  352,476  166,767 
Dilutive effect of convertible notes  1,237,374    1,237,374 
Weighted average diluted common shares outstanding29,848,285  29,595,247  29,844,614  29,548,923 
        
Adjusted Net Income per share:       
Diluted$0.33  $0.24  $0.38  $0.27 
                

THE CHEFS’ WAREHOUSE, INC.
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE FOR FISCAL 2019
(unaudited; in thousands)

 Low-End
Guidance
 High-End
Guidance
Net Income:$26,250  $29,150 
Provision for income tax expense10,000  11,100 
Depreciation & amortization25,300  25,300 
Interest expense19,250  19,250 
EBITDA (1)80,800  84,800 
    
Adjustments:   
Stock compensation (2)4,900  4,900 
Duplicate rent (3)200  200 
Integration and deal costs/third party transaction costs (4)200  200 
Change in fair value of earn-out obligation (5)2,800  2,800 
Loss on asset disposal (6)35  35 
Moving expenses (7)65  65 
    
Adjusted EBITDA (1)$89,000  $93,000 
  1. We are presenting estimated EBITDA and Adjusted EBITDA, 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 currently estimated results and which we believe, when considered with both our estimated GAAP results and the reconciliation to our estimated 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 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 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 the Company's facility consolidations while we are unable to use those facilities.

  4. Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.

  5. Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.

  6. Represents the non-cash charge related to the disposal of certain equipment.

  7. Represents moving expenses for the consolidation and expansion of our Ridgefield, CT and Toronto, Canada facilities.

THE CHEFS’ WAREHOUSE, INC.
2019 FULLY DILUTED EPS GUIDANCE RECONCILIATION TO 2019 ADJUSTED EPS GUIDANCE (1)(2)

 Low-End High-End
 Guidance Guidance
    
Net income per diluted share$0.88  $0.98 
    
Change in fair value of earn-out obligations (3) 0.07   0.06 
Integration and deal costs/third party transaction costs (4)0.01  0.01 
    
Adjusted net income per diluted share$0.96  $1.05 
  1. We are presenting estimated adjusted EPS, which is not a measurement determined in accordance with U.S. generally accepted accounting principles, or GAAP, because we believe this measure provides an additional metric to evaluate our currently estimated results and which we believe, when considered with both our estimated GAAP results and the reconciliation to estimated net income per diluted share, provides a more complete understanding of our expectations for our business than could be obtained absent this disclosure. We use adjusted EPS, 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 EPS as a performance measure permits a comparative assessment of our expectations regarding our estimated operating performance relative to our estimated operating performance based on our 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. Guidance is based upon an estimated effective tax rate of 27.5% and an estimated fully diluted share count of approximately 30 million shares.
     
  3. Represents the non-cash change in fair value of contingent earn-out liabilities related to our acquisitions.
     
  4. Represents transaction related costs incurred to complete and integrate acquisitions, including due diligence, legal and integration.