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United States securities and exchange commission logo
August 26, 2022
James Leddy
Chief Financial Officer
Chefs' Warehouse, Inc.
100 East Ridge Road
Ridgefield CT 06877
Re: Chefs' Warehouse,
Inc.
Form 10-K for the
fiscal year ended December 24 , 2021
Form 10-Q for the
Interim Period Ended June 24, 2022
Form 8-K Furnished
July 27, 2022
File No. 001-35249
Dear Mr. Leddy:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-Q for the Interim Period Ended June 24, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 18
1. In your analysis of
"gross profit" for each period presented, you state sales growth is a
factor for gross profit
increases. Please explain to us and disclose the extent of this
effect. Since
presumably cost of sales also increase with sales increases, discuss the
relative impact of each
on your gross profit margins. Also, please explain to us and
disclose the reasons
why gross profit margins changed in the periods presented. If product
mix contributes to
gross profit margin changes, discuss the extent and the products that are
the primary
contributors and why (e.g., "product A provides more/less margin because
..."). If inflation has
affected your costs and margins, explain the relative effect of each.
Refer to Item 303 of
Regulation S-K and Section III.B.4 of Release No. 33-8350 for
guidance.
James Leddy
Chefs' Warehouse, Inc.
August 26, 2022
Page 2
Liquidity and Capital Resources
Cash Flows, page 21
2. Your analysis of changes in operating cash flows references net
results, noncash charges
and working capital. Note that references to these items may not
provide a sufficient basis
to understand how operating cash actually was affected between
periods. Your analysis
should discuss factors that actually affected operating cash and
reasons underlying these
factors. In connection with this, discuss more fully what the cash
used for working capital
growth primarily driven by the Company s reinvestment in working
capital to support
sales growth represents and the potential for this to be a continuing
trend. Refer to the
introductory paragraph of section IV.B and paragraph B.1 of Release
No. 33-8350 for
guidance, and section 501.04 of the staff s Codification of
Financial Reporting Releases
regarding quantification of variance factors. Please revise your
disclosure as appropriate.
Form 8-K Furnished July 27, 2022
Exhibit 99.1
Full Year 2022 Guidance, page 2
3. Please reconcile the guidance presented for the non-GAAP measure
"adjusted EBITDA"
to the comparable GAAP measure. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K and
Question 102.10 of the staff's "Non-GAAP Financial Measures"
Compliance and
Disclosure Interpretations.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202)
551-3309 with
any questions.
FirstName LastNameJames Leddy Sincerely,
Comapany NameChefs' Warehouse, Inc.
Division of
Corporation Finance
August 26, 2022 Page 2 Office of Trade &
Services
FirstName LastName