THE CHEFS' WAREHOUSE, INC. Item 7.01 Regulation FD Disclosure.
Based on current trends in the business, the Company is providing the following financial guidance for fiscal year 2023:
º Net sales to be in the range of$2.85 billion to$2.95 billion ; º Gross profit to be in the range of$684 million to$708 million ; and º Adjusted EBITDA(1) to be in the range of$180 million to$190 million .
(1) Adjusted EBITDA is a non-GAAP measure. Please see the accompanying schedule
for a reconciliation of Adjusted EBITDA to the measure's most directly
comparable GAAP measure.
The information contained herein is being furnished pursuant to Item 7.01 of Form 8-K, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.
Forward-Looking Statements
Statements in this report regarding the Company 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 following: our sensitivity to
general economic conditions, including disposable income levels and changes in
consumer discretionary spending; our ability to expand our operations in our
existing markets and to penetrate new markets through acquisitions; we may not
achieve the benefits expected from our acquisitions, which could adversely
impact our business and operating results; we may have difficulty managing and
facilitating our future growth; conditions beyond our control could materially
affect the cost and/or availability of our specialty food products or
center-of-the-plate products and/or interrupt our distribution network; our
distribution of center-of-the-plate products, like meat, poultry and seafood,
involves exposure to price volatility experienced by those products; our
business is a low-margin business and our profit margins may be sensitive to
inflationary and deflationary pressures; because our foodservice distribution
operations are concentrated in certain culinary markets, we are susceptible to
economic and other developments, including adverse weather conditions, in these
areas; fuel cost volatility may have a material adverse effect on our business,
financial condition or results of operations; our ability to raise capital in
the future may be limited; we may be unable to obtain debt or other financing,
including financing necessary to execute on our acquisition strategy, on
favorable terms or at all; interest charged on our outstanding debt may be
adversely affected by changes in the method of determining the Secured Overnight
Financing Rate ("SOFR"); our business operations and future development could be
significantly disrupted if we lose key members of our management team; and
significant public health epidemics or pandemics, including COVID-19, may
adversely affect our business, results of operations and financial condition.
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Reconciliation of non-GAAP measure 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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