Item 7.01 Regulation FD Disclosure.
The Chefs' Warehouse, Inc. (the "Company") today announced its preliminary
outlook for full year 2022.
Based on current trends in the business, the Company is providing the following
financial guidance for fiscal year 2022:
º Net sales between $2.1 billion and $2.2 billion
º Gross profit between $494 million and $517 million; and
º Adjusted EBITDA between $99 million and $111 million.
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 business of The Chefs' Warehouse, Inc.
(the "Company") 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. Words such as
"anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates"
and variations of these words and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other factors, some of
which are beyond our control, are difficult to predict and/or could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. 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
increased distribution of center-of-the-plate products, like meat, poultry and
seafood, involves increased 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 London Interbank Offered Rate (LIBOR), or the replacement of LIBOR
with an alternative rate; 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 the COVID-19
pandemic, 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, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, 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 February 23, 2021 and other reports, including this
Quarterly Report on Form 10-Q, 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.
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