The Chefs' Warehouse, Inc. (CHEF) 10-Q 4 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 25, 2015	Oct. 30, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	Chefs' Warehouse, Inc.
Entity Central Index Key	1,517,175
Current Fiscal Year End Date	--12-25
Document Period End Date	Sep. 25, 2015
Document Type	10-Q
Trading Symbol	CHEF
Entity a Well-known Seasoned Issuer	Yes
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Amendment Flag	false
Entity Filer Category	Accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015
Entity Common Stock, Shares Outstanding		26,290,896

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Sep. 25, 2015	Dec. 26, 2014
Current assets:
Cash and cash equivalents	$ 1,485	$ 3,328
Accounts receivable, net of allowance of $5,675 in 2015 and $4,675 in 2014	117,336	96,896
Inventories, net	92,992	75,528
Deferred taxes, net	4,721	3,500
Prepaid expenses and other current assets	10,077	9,755
Total current assets	226,611	189,007
Equipment and leasehold improvements, net	53,138	47,938
Software costs, net	5,033	5,358
Goodwill	155,083	78,508
Intangible assets, net	134,976	50,485
Other assets	5,232	4,897
Total assets	580,073	376,193
Current liabilities:
Accounts payable	53,667	43,157
Accrued liabilities	20,256	19,522
Accrued compensation	6,948	6,645
Current portion of long-term debt	7,585	7,736
Total current liabilities	88,456	77,060
Long-term debt, net of current portion	284,350	135,800
Deferred taxes, net	8,127	8,067
Other liabilities and deferred credits	17,576	8,472
Total liabilities	$ 398,509	$ 229,399
Commitments and contingencies:
Stockholders' equity:
Preferred Stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding September 25,2015 and December 26,2014
Common Stock, $0.01 par value, 100,000,000 shares authorized, 26,291,706 and 25,031,267 shares issued and outstanding September 25, 2015 and December 26,2014, respectively	$ 263	$ 250
Additional paid in capital	124,451	97,966
Cumulative foreign currency translation adjustment	(1,975)	(693)
Retained earnings	58,825	49,271
Stockholders' equity	181,564	146,794
Total liabilities and stockholders' equity	$ 580,073	$ 376,193

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 25, 2015	Dec. 26, 2014
Statement of Financial Position [Abstract]
Allowance for accounts receivable	$ 5,675	$ 4,675
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)
Preferred stock, shares outstanding (in shares)
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	26,291,706	25,031,267
Common stock, shares outstanding (in shares)	26,291,706	25,031,267

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2015	Sep. 26, 2014	Sep. 25, 2015	Sep. 26, 2014
Income Statement [Abstract]
Net sales	$ 277,516	$ 208,070	$ 759,274	$ 608,397
Cost of sales	207,056	157,377	566,666	459,234
Gross profit	70,460	50,693	192,608	149,163
Operating expenses	57,607	41,660	167,281	127,824
Operating income	12,853	9,033	25,327	21,339
Interest expense	3,902	1,896	9,312	6,063
Loss on asset disposal	8	5	(340)	(6)
Income before income taxes	8,943	7,132	16,355	15,282
Provision for income tax expense	3,719	2,925	6,801	6,266
Net income	5,224	4,207	9,554	9,016
Other comprehensive loss:
Foreign currency translation adjustments	(914)	(394)	(1,282)	(432)
Comprehensive income	$ 4,310	$ 3,813	$ 8,272	$ 8,584
Net income per share:
Basic (in dollars per share)	$ 0.20	$ 0.17	$ 0.38	$ 0.37
Diluted (in dollars per share)	$ 0.20	$ 0.17	$ 0.37	$ 0.36
Weighted average common shares outstanding:
Basic (in shares)	25,864,638	24,649,837	25,419,349	24,631,934
Diluted (in shares)	27,154,770	24,845,899	26,275,597	24,845,212

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 25, 2015	Sep. 26, 2014
Cash flows from operating activities:
Net income	$ 9,554	$ 9,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	4,219	2,230
Amortization	6,754	4,405
Provision for allowance for doubtful accounts	2,018	759
Deferred rent	475	(50)
Deferred taxes	(1,760)	(1,071)
Amortization of deferred financing fees	908	640
Stock compensation	2,869	1,032
Change in fair value of contingent earn-out liability	307	324
Gain on sale of assets	(340)	(6)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(3,294)	(12,482)
Inventories	(6,182)	(6,013)
Prepaid expenses and other current assets	563	5,152
Accounts payable, accrued liabilities and accrued compensation	1,124	(2,696)
Other liabilities	(85)	(92)
Other assets	(385)	(520)
Net cash provided by operating activities	16,745	628
Cash flows from investing activities:
Capital expenditures	(19,247)	(15,775)
Proceeds from asset disposals	16,187	50
Cash paid for acquisitions, net of cash received	(123,831)	400
Net cash used in investing activities	(126,891)	(15,325)
Cash flows from financing activities:
Payment of debt	(7,351)	(5,211)
Proceeds from senior secured notes	25,000
Surrender of shares to pay withholding taxes	(1,060)	(486)
Change in restricted cash		5,578
Payment of deferred financing fees	(628)
Cash paid for contingent earn-out liability	(1,420)
Borrowings under revolving credit facility	192,300
Payments under revolving credit facility	(98,300)
Net cash provided by (used in) financing activities	108,541	(119)
Effect of foreign currency on cash and cash equivalents	(238)	(41)
Net decrease in cash and cash equivalents	(1,843)	(14,857)
Cash and cash equivalents-beginning of period	3,328	20,014
Cash and cash equivalents-end of period	1,485	5,157
Supplemental cash flow disclosures:
Cash paid for income taxes	8,797	8,785
Cash paid for interest	8,226	5,957
Non-cash investing and financing activities:
Software financing		$ 2,304
Convertible notes issued for acquisitions	36,750
Contingent earn-out liabilities for acquisitions	13,139
Common stock issued for acquisitions	$ 24,689

Operations and Basis of Present

Operations and Basis of Presentation	9 Months Ended
	Sep. 25, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operations and Basis of Presentation	Note 1 Operations and Basis of Presentation Description of Business and Basis of Presentation The financial statements include the condensed consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”) and its direct and indirect wholly owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. The Company operates in two operating segments, Protein and Specialty, which are combined into one reportable segment, food product distribution. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, patisseries, bakeries, chocolatiers, cruise lines, casinos, culinary schools, specialty food stores and, in the case of the Company’s Allen Brothers 1893, LLC (“Allen Brothers”) subsidiary, individual customers. Consolidation The condensed consolidated financial statements include all the accounts of the Company, and its direct and indirect wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements and the related interim information contained within the notes to such unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 26, 2014 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on March 11, 2015. The unaudited condensed consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 11, 2015, and in the opinion of management include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and thirty-nine weeks ended September 25, 2015 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On August 12, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). We expect to adopt this guidance when effective and adoption is not expected to have a material impact on our financial statements. In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs. This guidance provides that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015 and is required to be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. We expect to adopt this guidance when effective and adoption is not expected to have a material impact on our financial statements. In July 2015, the FASB issued guidance to simplify the subsequent measurement of inventory. This guidance provides that inventory should be measured at lower of cost or net realizable value. This guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2017 and is required to be applied on a prospective basis. Early adoption is permitted at the beginning of an interim or annual reporting period. We expect to adopt this guidance when effective and are still evaluating the impact this standard will have on our financial statements. In September 2015, the FASB issued guidance to simplify the accounting for measurement period adjustments for business combinations. This guidance eliminates the need to retrospectively adjust prior periods for adjustments in provisional amounts booked on the opening balance sheet. This guidance is effective for fiscal years beginning after December 15, 2015 and should be applied on a prospective basis. Early adoption is permitted for financial statements that have not been issued. We expect to adopt this guidance when effective and are evaluating the impact this standard will have on our financial statements.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 25, 2015
Net income per share:
Earnings Per Share	Note 2 Earnings Per Share The following table sets forth the computation of basic and diluted net income per share: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 25, 2015 September 26, September 25, 2015 September 26, Net income per share: Basic $ 0.20 $ 0.17 $ 0.38 $ 0.37 Diluted $ 0.20 $ 0.17 $ 0.37 $ 0.36 Weighted average common shares: Basic 25,864,638 24,649,837 25,419,349 24,631,934 Diluted 27,154,770 24,845,899 26,275,597 24,845,212 Reconciliation of net income per common share: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 25, 2015 September 26, 2014 September 25, 2015 September 26, 2014 Numerator: Net income $ 5,224 $ 4,207 $ 9,554 $ 9,016 Add effect of dilutive securities Interest on convertible notes, net of tax 134 — 268 — Adjusted net income $ 5,358 $ 4,207 $ 9,822 $ 9,016 Denominator: Weighted average basic common shares outstanding 25,864,638 24,649,837 25,419,349 24,631,934 Dilutive effect of unvested common shares 52,758 196,062 72,125 213,278 Dilutive effect of convertible notes 1,237,374 — 784,123 — Weighted average diluted common shares outstanding 27,154,770 24,845,899 26,275,597 24,845,212

Fair Value Measurements; Fair V

Fair Value Measurements; Fair Value of Financial Instruments	9 Months Ended
	Sep. 25, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurements; Fair Value of Financial Instruments	Note 3 Fair Value Measurements; Fair Value of Financial Instruments We account for certain assets and liabilities at fair value. We categorize each of our fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities include the following: a) quoted prices for similar assets in active markets; b) quoted prices for identical or similar assets in inactive markets; c) inputs other than quoted prices that are observable for the asset; and d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset. Level 3 - Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure. Assets and Liabilities Measured at Fair Value As of September 25, 2015, the Company’s only assets or liabilities measured at fair value were the contingent earn-out liabilities related to our acquisitions of Del Monte Capitol Meat Co. and certain related entities (“Del Monte”), Euro Gourmet, Inc. (“Euro Gourmet”) and Allen Brothers. These liabilities were estimated using Level 3 inputs and had fair values of $13,577, $0 and $4,308 at September 25, 2015, respectively. These liabilities are reflected in accrued and other liabilities on the balance sheet. The fair value of contingent earn-out liabilities was determined based on a probability-based approach which includes projected results, percentage probability of occurrence and discount rate to present value the payments. A significant change in projected results, discount rate, or probabilities of occurrence could result in a significantly higher or lower fair value measurement. As of December 26, 2014, the contingent earn-out liabilities for the Euro Gourmet and Allen Brothers acquisitions were $243 and $5,696, respectively, and were reflected in accrued and other liabilities on the balance sheet. Adjustments to the contingent earn-out liabilities resulted in increases in operating expenses of $60 and $307 for the thirteen and thirty-nine weeks ended September 25, 2015, respectively. The following table presents the changes in Level 3 contingent earn-out liability: Del Monte Euro Gourmet Allen Brothers Total Balance December 26, 2014 $ — $ 243 $ 5,696 $ 5,939 Fair value on date of acquisition 13,139 — — 13,139 Payments — — (1,500 ) (1,500 ) Changes in fair value 438 (243 ) 112 307 Balance September 25, 2015 $ 13,577 $ — $ 4,308 $ 17,885 During the thirty-nine weeks ended September 25, 2015, we paid $1,500 to the prior owners of Allen Brothers as Allen Brothers achieved the revenue component of its contingent earn-out agreement and the contingent consideration related to the Euro Gourmet acquisition was finalized with no further consideration being paid. Fair Value of Financial Instruments The carrying amounts reported in the Company’s condensed consolidated balance sheets for accounts receivable and accounts payable approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair value of the revolving credit facilities and term loans approximated their book values as of September 25, 2015 and December 26, 2014, as these instruments had variable interest rates that reflected current market rates. The carrying amount of the Company’s senior secured notes, convertible subordinated notes, capital leases and software financing arrangements at September 25, 2015 and December 26, 2014 approximate fair value as the interest rate obtained by the Company approximates the prevailing interest rates for similar instruments.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 25, 2015
Business Combinations [Abstract]
Acquisitions	Note 4 Acquisitions The Company accounts for acquisitions in accordance with ASC 805 Business Combinations. Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheet at their estimated fair values as of the acquisition date. Results of operations are included in the Company’s financial statements from the date of acquisition. For the acquisition noted below, the Company used the income approach to determine the fair value of the customer relationships, the relief from royalty method to determine the fair value of trademarks and the comparison of economic income using the with/without approach to determine the fair value of non-compete agreements. The Company used Level 3 inputs to determine the fair value of all these intangible assets. On April 6, 2015, the Company completed its acquisition of Del Monte. The aggregate purchase price paid by the Company at closing was approximately $185,332, including the impact of an initial net working capital adjustment which is subject to a post-closing working capital adjustment true up. Approximately $123,893 was paid in cash through cash-on-hand, the proceeds from the issuance of additional senior secured notes and additional borrowings under the revolving portion of the Amended and Restated Credit Agreement (as defined below). The remaining approximately $61,439 consisted of (i) approximately 1.1 million shares of the Company’s common stock totaling approximately $24,689 and (ii) $36,750 in aggregate principal amounts of convertible subordinated notes with a six-year maturity bearing interest at 2.5% with a conversion price of $29.70 per share issued to certain of the Del Monte entities. The Company will also pay additional contingent consideration, if earned, in the form of an earn-out amount which could total approximately $24,500 to certain of the Del Monte entities; the payment of the earn-out liability is subject to certain conditions, including the successful achievement of Adjusted EBITDA targets for the Del Monte entities and improvements in certain operating metrics for the Company’s existing protein business and the business of any protein companies subsequently acquired by the Company over the six years following the closing of the Del Monte acquisition. At April 6, 2015, the Company estimated the fair value of this contingent earn-out liability to be $13,139. This contingent liability is adjusted to fair value on a quarterly basis and is estimated to be $13,577 at September 25, 2015. The Company expensed $1,313 of professional fees and $3,000 of transaction bonuses in operating expenses related to the Del Monte acquisition during the thirty-nine weeks ended September 25, 2015. The Company is in the process of finalizing a valuation of the tangible and intangible assets of Del Monte as of the acquisition date. These assets will be valued at fair value using Level 3 inputs. Other intangible assets are expected to be amortized over 15-20 years. Goodwill for the Del Monte acquisition will be amortized over 15 years for tax purposes. For the thirteen weeks ended September 25, 2015, the Company reflected net sales and income before taxes of $58,447 and $6,113, respectively, for Del Monte in its condensed consolidated statement of operations. For the thirty-nine weeks ended September 25, 2015, the Company reflected net sales and income before taxes of $114,576 and $9,990, respectively, for Del Monte in its condensed consolidated statement of operations. The table below details the assets and liabilities acquired as part of the Del Monte acquisition, which was effective as of April 6, 2015, and the preliminary allocation of the purchase price paid in connection with this acquisition. Del Monte Current assets (includes cash acquired) $ 32,131 Other intangibles 91,507 Goodwill 76,743 Fixed assets 5,652 Other assets 137 Earn-out liability (13,139 ) Deferred taxes (361 ) Convertible subordinated notes (36,750 ) Issuance of common shares (24,689 ) Current liabilities (7,338 ) Cash purchase price $ 123,893 The table below presents pro forma consolidated income statement information as if Del Monte had been included in the Company’s consolidated results for the entire periods reflected. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisition. The pro forma information has been prepared using the purchase method of accounting, giving effect to the Del Monte acquisition as if the acquisition had been completed on December 28, 2013. The pro forma information is not necessarily indicative of the Company’s results of operations had the Del Monte acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the Del Monte acquisition, any incremental costs for Del Monte transitioning to become a subsidiary of a public company or any additional sales opportunities following the acquisition. The pro forma information reflects amortization and depreciation of the Del Monte acquisition at their respective fair values based on available information and to give effect to the financing for the acquisition and related transactions. Thirteen Weeks Ended Thirty-Nine Weeks Ended September 26, September 25, September 26, Net sales $ 265,111 $ 817,278 $ 767,948 Income before income taxes 10,853 24,030 27,014

Inventory

Inventory	9 Months Ended
	Sep. 25, 2015
Inventory Disclosure [Abstract]
Inventory	Note 5 Inventory Inventory consists of finished product. Our different entities record inventory using a mixture of first-in, first-out and average cost, which we believe approximates first-in, first-out. Inventory is reflected net of reserves for shrinkage and obsolescence totaling $1,479 and $1,130 at September 25, 2015 and December 26, 2014, respectively.

Equipment and Leasehold Improve

Equipment and Leasehold Improvements	9 Months Ended
	Sep. 25, 2015
Property, Plant and Equipment [Abstract]
Equipment and Leasehold Improvements	Note 6 Equipment and Leasehold Improvements As of the dates indicated, plant, equipment and leasehold improvements consisted of the following: As of Useful Lives September 25, December 26, Land Indefinite $ 1,571 $ 1,464 Buildings 20 years 2,740 3,672 Machinery and equipment 5-10 years 10,744 7,220 Computers, data processing and other equipment 3-7 years 7,486 6,424 Leasehold improvements 7-15 years 40,812 9,057 Furniture and fixtures 7 years 1,489 904 Vehicles 5 years 2,048 987 Other 7 years 95 95 Construction-in-process 7,521 36,200 74,506 66,023 Less: accumulated depreciation and amortization (21,368 ) (18,085 ) Equipment and leasehold improvements, net $ 53,138 $ 47,938 Construction-in-process at September 25, 2015 related primarily to the build out of the Company’s new distribution facility in Bronx, NY and the implementation of its Enterprise Resource Planning (“ERP”) system. Construction-in process at December 26, 2014 related primarily to the build out of the Company’s new distribution facilities in Bronx, NY and Las Vegas, NV, and the implementation of its ERP system. At September 25, 2015 and December 26, 2014, the Company had $509 of equipment and vehicles financed by capital leases. The Company recorded depreciation on equipment under capital leases of $24 and $68 on these assets during the thirteen weeks ended September 25, 2015 and September 26, 2014, respectively, and $72 and $205 on these assets during the thirty-nine weeks ended September 25, 2015 and September 26, 2014, respectively. Depreciation expense on equipment and leasehold improvements was $1,323 and $207 for the thirteen weeks ended September 25, 2015 and September 26, 2014, respectively, and $3,348 and $1,477 for the thirty-nine weeks ended September 25, 2015 and September 26, 2014, respectively. Gross capitalized software costs were $8,262 at September 25, 2015 and $7,781 at December 26, 2014. Capitalized software is recorded net of accumulated amortization of $3,229 and $2,423 at September 25, 2015 and December 26, 2014, respectively. Depreciation expense on software was $278 and $375 for the thirteen weeks ended September 25, 2015 and September 26, 2014, respectively, and $799 and $548 for the thirty-nine weeks ended September 25, 2015 and September 26, 2014, respectively. During the thirteen weeks ended September 25, 2015 and September 26, 2014, the Company incurred interest expense of $3,902 and $1,896, respectively. The Company capitalized interest expense of $0 and $265, respectively, during the same periods. During the thirty-nine weeks ended September 25, 2015 and September 26, 2014, the Company incurred interest expense of $9,312 and $6,063, respectively. The Company capitalized interest expense of $739 and $507, respectively, during the same periods. Capitalized interest is related to the build outs of the new distribution facilities in Bronx, NY and Las Vegas, NV. On June 30, 2015, the Company closed on a sale-leaseback transaction of its new Las Vegas, NV distribution facility. The property was sold for $14,645, which approximated its cost. The related ongoing lease will be accounted for as an operating lease by the Company.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 25, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	Note 7 Goodwill and Other Intangible Assets The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 26, 2014 $ 78,508 Goodwill increases, net 76,685 Foreign currency translation (110 ) Carrying amount as of September 25, 2015 $ 155,083 The goodwill increase in the thirty-nine weeks ended September 25, 2015 related primarily to the Del Monte acquisition. Other intangible assets consist of customer relationships, which are amortized over a period ranging from four to twenty years, trademarks, which are amortized over a period ranging from one to forty years, and non-compete agreements, which are amortized over a period ranging from of two to six years. Other intangible assets consisted of the following at September 25, 2015 and December 26, 2014: Gross Carrying Amount Accumulated Amortization Net September 25, 2015 Customer relationships $ 94,141 $ (11,027 ) $ 83,114 Non-compete agreements 7,166 (3,870 ) 3,296 Trademarks 52,581 (4,015 ) 48,566 Total $ 153,888 $ (18,912 ) $ 134,976 December 26, 2014 Customer relationships $ 32,261 $ (6,939 ) $ 25,322 Non-compete agreements 7,166 (2,825 ) 4,341 Trademarks 23,586 (2,764 ) 20,822 Total $ 63,013 $ (12,528 ) $ 50,485 Amortization expense for other intangibles was $2,165 and $1,468 for the thirteen weeks ended September 25, 2015 and September 26, 2014, respectively, and $6,754 and $4,405 for the thirty-nine weeks ended September 25, 2015 and September 26, 2014, respectively. Estimated amortization expense for other intangibles for the fifty-two weeks ending December 25, 2015 and each of the next four fiscal years and thereafter is as follows: 2015 $ 9,464 2016 10,810 2017 10,774 2018 9,636 2019 9,339 Thereafter 91,969 Total $ 141,992

Debt Obligations

Debt Obligations	9 Months Ended
	Sep. 25, 2015
Debt Disclosure [Abstract]
Debt Obligations	Note 8 Debt Obligations Debt obligations as of September 25, 2015 and December 26, 2014 consisted of the following: September 25, December 26, Senior secured notes $ 125,000 $ 100,000 Revolving credit facility 94,000 — Term loan 20,826 27,000 New Markets Tax Credit loan 11,000 11,000 Convertible subordinated notes 36,750 — Capital leases and financed software 4,359 5,536 Total debt obligations 291,935 143,536 Less: current installments (7,585 ) (7,736 ) Total debt obligations excluding current installments $ 284,350 $ 135,800 On January 11, 2015, the Company entered into an amendment to the Amended and Restated Credit Agreement, as previously amended, among the Company and certain of its subsidiaries and JP Morgan Chase Bank (the “Amended and Restated Credit Agreement”) that became effective upon consummation of the Del Monte acquisition (as described in Note 4 above) to, among other things, (i) replace the definition of Leverage Ratio with definitions of Total Leverage Ratio and Senior Secured Leverage Ratio (each as defined in the Amended and Restated Credit Agreement) and establish limits on the amount of leverage and senior secured leverage that the loan parties may incur, which limits decrease through September 30, 2016, (ii) modify the applicable rate for borrowings under the Amended and Restated Credit Agreement to provide for an increased interest rate when the loan parties’ Total Leverage Ratio is equal to, or greater than, 4.25 to 1.00, (iii) permit the acquisition of Del Monte and the related issuance of the Company’s common stock and up to $38,250 of subordinated debt pursuant thereto, and payment of the earn-out consideration in connection with the acquisition of Del Monte so long as the loan parties are not in default under the Amended and Restated Credit Agreement, and (iv) create an expansion option whereby Borrowers (as defined in the Amended and Restated Credit Agreement) may increase the borrowings available under the Amended and Restated Credit Agreement in increments of at least $10,000, provided that the aggregate increases do not exceed $60,000. The Company entered into a corresponding amendment to the Note Purchase and Guarantee Agreement for our senior secured notes (the “Note Purchase and Guarantee Agreement”) that the Company and certain of its subsidiaries had previously entered into with Prudential Insurance Company of America and certain of its affiliates (collectively, the “Prudential Entities”) that also became effective upon consummation of the Del Monte acquisition to effect similar changes to the Note Purchase and Guarantee Agreement, with the exception of providing for the possibility of increased borrowings. Upon effectiveness of the January 2015 amendment described above, which became effective when the Company consummated its acquisition of Del Monte, borrowings under the Amended and Restated Credit Agreement bear interest at the Company’s option of either (i) the alternate base rate (representing the greatest of (1) Chase’s prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1.00% and (3) the adjusted LIBO rate for one month plus 2.50%) plus in each case an applicable margin of 1.75% to 2.50%, based on the Total Leverage Ratio (as defined in the Amended and Restated Credit Agreement), or (ii) in the case of Eurodollar Borrowings (as defined in the Amended and Restated Credit Agreement), the adjusted LIBO rate plus an applicable margin of 2.75% to 3.50%, based on the Total Leverage Ratio. On July 1, 2015, the Company entered into Amendment No. 6 to the Amended and Restated Credit Agreement. Amendment No. 6 amends the Amended and Restated Credit Agreement to, upon the Company’s election by irrevocable written notice on each date on which the aggregate consideration paid during any two consecutive fiscal quarters for permitted acquisitions consummated on or after July 1, 2015, but not later than June 30, 2016, exceeds $25,000, increase the maximum permitted Total Leverage Ratio (as defined in the Amended and Restated Credit Agreement) and Senior Secured Leverage Ratio (as defined in the Amended and Restated Credit Agreement) for a period of four consecutive fiscal quarters beginning with the fiscal quarter during which the relevant acquisition occurs by (i) in the case of the first two fiscal quarters, an additional 0.50:1.00, and (ii) in the case of the last two fiscal quarters, an additional 0.25:1.00; provided, however, that in no case shall the Total Leverage Ratio exceed 5.00:1.00 or the Senior Secured Leverage Ratio exceed 4.50:1.00 (collectively, the “Financial Covenants Adjustment”). On August 26, 2015, the Company entered into Amendment No. 7 to the Amended and Restated Credit Agreement. Amendment No. 7 increases the capacity for Letter of Credit exposure from $5,000 to $10,000. On April 6, 2015, the Company issued $25,000 principal amount of 5.80% Series B Guaranteed Senior Secured Notes due October 17, 2020. The notes, which rank pari passu with the Company’s and its various subsidiaries’ obligations under the Amended and Restated Credit Agreement and the $100,000 of subordinated notes issued by the Company in April 2013, were issued to the Prudential Entities pursuant to a Supplemental Note Purchase and Guarantee Agreement and Amendment Agreement dated as of April 6, 2015 among the Company, certain of its subsidiaries and the Prudential Entities, supplementing and amending that certain Note Purchase and Guarantee Agreement dated as of April 17, 2013 (as amended by the subsequent amendments thereto) pursuant to which the Company had previously issued $100,000 in subordinated notes. The interest rate on these notes can be increased to 6.15% depending on the calculated leverage ratio of the Company. In connection with the issuance of these notes, the Company entered into an amendment to its Amended and Restated Credit Agreement to permit the issuance of the notes. On July 1, 2015, the Company entered into Amendment No. 6 to the Note Purchase and Guarantee Agreement. Amendment No. 6 permits the Financial Covenants Adjustment and provides for an increase in the applicable rate of the Notes by 0.25% during the period of the Financial Covenants Adjustment. On April 6, 2015, the Company issued $36,750 principal amount of convertible subordinated notes with a six-year maturity bearing interest at 2.5% and a conversion price of $29.70 per share (the “Convertible Subordinated Notes”) to certain of the Del Monte entities. The holders of the Convertible Subordinated Notes may, in certain instances beginning one year after issuance, redeem the Convertible Subordinated Notes for cash or shares of the Company’s common stock. Moreover, the Company may pay the outstanding principal amount due and owing under the Convertible Subordinated Notes at maturity in either cash or shares of the Company’s common stock. The Convertible Subordinated Notes, which are subordinate to the Company’s and its subsidiaries’ senior debt, are convertible into shares of the Company’s common stock by the holders at any time at a conversion price of $29.70. Obligations under the Amended and Restated Credit Agreement and the Note Purchase and Guarantee Agreement are obligations of, or guaranteed by, the Company and all of its subsidiaries other than Dairyland HP, LLC. As of September 25, 2015, the Company was in compliance with all debt covenants and the Company had reserved $5,395 of the revolving credit facility portion of the Amended and Restated Credit Agreement for the issuance of letters of credit. As of September 25, 2015, funds totaling $40,605 were available for borrowing under the revolving credit facility portion of the Amended and Restated Credit Agreement.

Stockholders Equity

Stockholders Equity	9 Months Ended
	Sep. 25, 2015
Stockholders' Equity Note [Abstract]
Stockholders Equity	Note 9 Stockholders Equity On April 6, 2015, the Company issued 1,113,636 shares of common stock as a portion of the consideration for the Del Monte acquisition. These shares were valued at $22.17 per share. During the thirty-nine weeks ended September 25, 2015, the Company granted 218,449 restricted stock awards (“RSAs”) to its employees at a weighted average grant date fair value of $21.20 each. Of these awards, 49,109 were performance-based grants. The Company recognized no expense on the performance-based grants during the thirty-nine weeks ended September 25, 2015 as it is not on track to achieve the performance targets. The remaining awards were time-based grants which will vest over a period up to four years. During the thirteen and thirty-nine weeks ended September 25, 2015, the Company recognized expense totaling $166 and $1,940, respectively, on these time-based RSAs. During the thirteen and thirty-nine weeks ended September 25, 2015, the Company recognized $287 and $929, respectively, of expense for RSAs issued in prior years. At September 25, 2015, the Company had 422,811 of unvested RSAs outstanding. At September 25, 2015, the total unrecognized compensation cost for these unvested RSAs was $7,000, and the weighted-average remaining useful life was approximately 13 months. Of this total, $3,202 related to RSAs with time-based vesting provisions and $3,798 related to RSAs with performance-based vesting provisions. At September 25, 2015, the weighted-average remaining useful lives for time-based vesting RSAs and performance-based vesting RSAs were approximately 18 months and 8 months, respectively. No compensation expense related to the Company’s RSAs has been capitalized. As of September 25, 2015, there were 881,997 shares available for grant under the Company’s 2011 Omnibus Equity Incentive Plan.

Related Parties

Related Parties	9 Months Ended
	Sep. 25, 2015
Related Party Transactions [Abstract]
Related Parties	Note 10 Related Parties The Company leases two warehouse facilities from related parties. These facilities are 100% owned by entities controlled by certain of the Company’s current and former directors and officers and current stockholders and are deemed to be affiliates of those individuals. Expenses related to these facilities totaled $233 and $384, respectively, during the thirteen weeks ended September 25, 2015 and September 26, 2014 and $1,147 and $1,152, respectively, during the thirty-nine weeks ended September 25, 2015 and September 26, 2014. One of the facilities is a distribution facility leased by Chefs’ Warehouse Mid-Atlantic, LLC for which the Company recently extended the lease expiration date to September 30, 2019. The other facility is a distribution facility which one of the Company’s subsidiaries, Dairyland, subleases from TCW Leasing Co., LLC (“TCW”), an entity controlled by the Company’s founders. TCW leases the distribution center from the New York City Industrial Development Agency. In connection with this sublease arrangement and TCW’s obligations to its mortgage lender, Dairyland and two of the Company’s other subsidiaries initially were required to act as guarantors of TCW’s mortgage obligation on the distribution center. The mortgage payoff date is December 2029 and the potential obligation under this guarantee totaled $8,862 at September 25, 2015. By agreement dated July 1, 2005, the lender released all three of the Company’s subsidiaries from their guaranty obligations, provided the sublease between Dairyland and TCW remains in full force and effect. The Company and its subsidiaries were in full compliance with that requirement. In addition, TCW is in the process of refinancing its mortgage with another lender, with the result that the Company and its subsidiaries will be unconditionally and fully released from any guaranty of TCW’s mortgage loan. Each of Christopher Pappas, John Pappas and Dean Facatselis (the brother-in-law of Messrs. Pappas) owns 8.33% of a New York City-based restaurant customer of the Company and its subsidiaries that purchased approximately $27 and $27, respectively, of products from the Company during the thirteen weeks ended September 25, 2015 and September 26, 2014 and approximately $86 and $112, respectively, of products during the thirty-nine weeks ended September 25, 2015 and September 26, 2014. Messrs. Pappas and Facatselis have no other interest in the restaurant other than these equity interests and are not involved in the day-to-day operation or management of this restaurant. An entity owned 50% by John Couri, a director of the Company, and of which Messrs. C. Pappas and S. Hanson (also directors of the Company) previously held ownership interests owns an interest in an aircraft that the Company uses for business purposes in the course of its operations. Mr. Couri paid for his ownership interest in the aircraft himself and bears his share of all operating, personnel and maintenance costs associated with the operation of this aircraft. The Company made payments of $27 and $47, respectively for the thirteen weeks ended September 25, 2015 and September 26, 2014, and $158 and $137, respectively, for the thirty-nine weeks ended September 25, 2015 and September 26, 2014, for the use of such aircraft. All payments, except $3 and $16, respectively, for the thirteen and thirty-nine weeks ended September 26, 2014, were made directly to an entity that manages the aircraft in which Mr. Couri has a de minimis With the acquisition of Del Monte, the Company acquired two warehouse facilities that the Company leases from certain prior owners of Del Monte. Three of the owners are current employees, one of whom, John DeBenedetti, serves on the Company’s board of directors. The first property is located in American Canyon, CA and is owned by TJ Management Co. LLC, an entity owned 50% by John DeBenedetti and 50% by Theresa Lincoln, John DeBenedetti’s sister. The Company paid rent on this facility totaling $52 and $104, respectively for the thirteen and thirty-nine weeks ended September 25, 2015. The second property is located in West Sacramento, CA and is owned by David DeBenedetti and Victoria DeBenedetti, the parents of John DeBenedetti. The Company paid rent on this facility totaling $56 and $111, respectively, for the thirteen and thirty-nine weeks ended September 25, 2015. John DeBenedetti, Theresa Lincoln and Victoria DeBenedetti are employees of a subsidiary of the Company. John DeBenedetti and Theresa Lincoln, indirectly through TJ Investments, LLC, own a 16.67% ownership interest in Old World Provisions, which supplies products to the Company following the Del Monte acquisition. During the thirteen and thirty-nine weeks ended September 25, 2015 the Company purchased approximately $249 and $482, respectively, of products from Old World Provisions. Neither Mr. J. DeBenedetti nor Ms. Lincoln is involved in the day-to-day management of Old World Provisions and the terms provided by Old World Provision were determined in the ordinary course of business and are materially consistent with those of other customers with similar volumes and purchasing patterns.

Operations and Basis of Prese16

Operations and Basis of Presentation (Policies)	9 Months Ended
	Sep. 25, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation The financial statements include the condensed consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”) and its direct and indirect wholly owned subsidiaries. The Company’s quarterly periods end on the thirteenth Friday of each quarter. Every six to seven years, the Company will add a fourteenth week to its fourth quarter to more closely align its year end to the calendar year. The Company operates in two operating segments, Protein and Specialty, which are combined into one reportable segment, food product distribution. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, patisseries, bakeries, chocolatiers, cruise lines, casinos, culinary schools, specialty food stores and, in the case of the Company’s Allen Brothers 1893, LLC (“Allen Brothers”) subsidiary, individual customers.
Consolidation	Consolidation The condensed consolidated financial statements include all the accounts of the Company, and its direct and indirect wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements and the related interim information contained within the notes to such unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 26, 2014 filed as part of the Company’s Annual Report on Form 10-K, as filed with the SEC on March 11, 2015. The unaudited condensed consolidated financial statements appearing in this Form 10-Q have been prepared on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 11, 2015, and in the opinion of management include all normal recurring adjustments that are necessary for the fair statement of the Company’s interim period results. The year-end condensed consolidated balance sheet data was derived from the audited financial statements but does not include all disclosures required by GAAP. Due to seasonal fluctuations and other factors, the results of operations for the thirteen and thirty-nine weeks ended September 25, 2015 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates.
New Accounting Pronouncements	New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On August 12, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). We expect to adopt this guidance when effective and adoption is not expected to have a material impact on our financial statements. In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs. This guidance provides that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015 and is required to be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. We expect to adopt this guidance when effective and adoption is not expected to have a material impact on our financial statements. In July 2015, the FASB issued guidance to simplify the subsequent measurement of inventory. This guidance provides that inventory should be measured at lower of cost or net realizable value. This guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2017 and is required to be applied on a prospective basis. Early adoption is permitted at the beginning of an interim or annual reporting period. We expect to adopt this guidance when effective and are still evaluating the impact this standard will have on our financial statements. In September 2015, the FASB issued guidance to simplify the accounting for measurement period adjustments for business combinations. This guidance eliminates the need to retrospectively adjust prior periods for adjustments in provisional amounts booked on the opening balance sheet. This guidance is effective for fiscal years beginning after December 15, 2015 and should be applied on a prospective basis. Early adoption is permitted for financial statements that have not been issued. We expect to adopt this guidance when effective and are evaluating the impact this standard will have on our financial statements.

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 25, 2015
Net income per share:
Schedule of earnings per share	The following table sets forth the computation of basic and diluted net income per share: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 25, 2015 September 26, September 25, 2015 September 26, Net income per share: Basic $ 0.20 $ 0.17 $ 0.38 $ 0.37 Diluted $ 0.20 $ 0.17 $ 0.37 $ 0.36 Weighted average common shares: Basic 25,864,638 24,649,837 25,419,349 24,631,934 Diluted 27,154,770 24,845,899 26,275,597 24,845,212 Reconciliation of net income per common share: Thirteen Weeks Ended Thirty-Nine Weeks Ended September 25, 2015 September 26, 2014 September 25, 2015 September 26, 2014 Numerator: Net income $ 5,224 $ 4,207 $ 9,554 $ 9,016 Add effect of dilutive securities Interest on convertible notes, net of tax 134 — 268 — Adjusted net income $ 5,358 $ 4,207 $ 9,822 $ 9,016 Denominator: Weighted average basic common shares outstanding 25,864,638 24,649,837 25,419,349 24,631,934 Dilutive effect of unvested common shares 52,758 196,062 72,125 213,278 Dilutive effect of convertible notes 1,237,374 — 784,123 — Weighted average diluted common shares outstanding 27,154,770 24,845,899 26,275,597 24,845,212

Fair Value Measurements; Fair18

Fair Value Measurements; Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 25, 2015
Fair Value Disclosures [Abstract]
Schedule of changes in Level 3 contingent consideration liability	The following table presents the changes in Level 3 contingent earn-out liability: Del Monte Euro Gourmet Allen Brothers Total Balance December 26, 2014 $ — $ 243 $ 5,696 $ 5,939 Fair value on date of acquisition 13,139 — — 13,139 Payments — — (1,500 ) (1,500 ) Changes in fair value 438 (243 ) 112 307 Balance September 25, 2015 $ 13,577 $ — $ 4,308 $ 17,885

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 25, 2015
Business Combinations [Abstract]
Schedule of assets and liabilities acquired	The table below details the assets and liabilities acquired as part of the Del Monte acquisition, which was effective as of April 6, 2015, and the preliminary allocation of the purchase price paid in connection with this acquisition. Del Monte Current assets (includes cash acquired) $ 32,131 Other intangibles 91,507 Goodwill 76,743 Fixed assets 5,652 Other assets 137 Earn-out liability (13,139 ) Deferred taxes (361 ) Convertible subordinated notes (36,750 ) Issuance of common shares (24,689 ) Current liabilities (7,338 ) Cash purchase price $ 123,893
Schedule of pro forma consolidated income statement information	The table below presents pro forma consolidated income statement information as if Del Monte had been included in the Company’s consolidated results for the entire periods reflected. The pro forma results were prepared from financial information obtained from the sellers of the business, as well as information obtained during the due diligence process associated with the acquisition. The pro forma information has been prepared using the purchase method of accounting, giving effect to the Del Monte acquisition as if the acquisition had been completed on December 28, 2013. The pro forma information is not necessarily indicative of the Company’s results of operations had the Del Monte acquisition been completed on the above date, nor is it necessarily indicative of the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the Del Monte acquisition, any incremental costs for Del Monte transitioning to become a subsidiary of a public company or any additional sales opportunities following the acquisition. The pro forma information reflects amortization and depreciation of the Del Monte acquisition at their respective fair values based on available information and to give effect to the financing for the acquisition and related transactions. Thirteen Weeks Ended Thirty-Nine Weeks Ended September 26, September 25, September 26, Net sales $ 265,111 $ 817,278 $ 767,948 Income before income taxes 10,853 24,030 27,014

Equipment and Leasehold Impro20

Equipment and Leasehold Improvements (Tables)	9 Months Ended
	Sep. 25, 2015
Property, Plant and Equipment [Abstract]
Schedule of plant, equipment and leasehold improvements	As of the dates indicated, plant, equipment and leasehold improvements consisted of the following: As of Useful Lives September 25, December 26, Land Indefinite $ 1,571 $ 1,464 Buildings 20 years 2,740 3,672 Machinery and equipment 5-10 years 10,744 7,220 Computers, data processing and other equipment 3-7 years 7,486 6,424 Leasehold improvements 7-15 years 40,812 9,057 Furniture and fixtures 7 years 1,489 904 Vehicles 5 years 2,048 987 Other 7 years 95 95 Construction-in-process 7,521 36,200 74,506 66,023 Less: accumulated depreciation and amortization (21,368 ) (18,085 ) Equipment and leasehold improvements, net $ 53,138 $ 47,938

Goodwill and Other Intangible21

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 25, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	The changes in the carrying amount of goodwill are presented as follows: Carrying amount as of December 26, 2014 $ 78,508 Goodwill increases, net 76,685 Foreign currency translation (110 ) Carrying amount as of September 25, 2015 $ 155,083
Schedule of other intangible assets	Other intangible assets consisted of the following at September 25, 2015 and December 26, 2014: Gross Carrying Amount Accumulated Amortization Net September 25, 2015 Customer relationships $ 94,141 $ (11,027 ) $ 83,114 Non-compete agreements 7,166 (3,870 ) 3,296 Trademarks 52,581 (4,015 ) 48,566 Total $ 153,888 $ (18,912 ) $ 134,976 December 26, 2014 Customer relationships $ 32,261 $ (6,939 ) $ 25,322 Non-compete agreements 7,166 (2,825 ) 4,341 Trademarks 23,586 (2,764 ) 20,822 Total $ 63,013 $ (12,528 ) $ 50,485
Schedule of estimated future amortization expense	Estimated amortization expense for other intangibles for the fifty-two weeks ending December 25, 2015 and each of the next four fiscal years and thereafter is as follows: 2015 $ 9,464 2016 10,810 2017 10,774 2018 9,636 2019 9,339 Thereafter 91,969 Total $ 141,992

Debt Obligations (Tables)

Debt Obligations (Tables)	9 Months Ended
	Sep. 25, 2015
Debt Disclosure [Abstract]
Schedule of debt obligations	Debt obligations as of September 25, 2015 and December 26, 2014 consisted of the following: September 25, December 26, Senior secured notes $ 125,000 $ 100,000 Revolving credit facility 94,000 — Term loan 20,826 27,000 New Markets Tax Credit loan 11,000 11,000 Convertible subordinated notes 36,750 — Capital leases and financed software 4,359 5,536 Total debt obligations 291,935 143,536 Less: current installments (7,585 ) (7,736 ) Total debt obligations excluding current installments $ 284,350 $ 135,800

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2015	Sep. 26, 2014	Sep. 25, 2015	Sep. 26, 2014
Net income per share:
Basic (in dollars per share)	$ 0.20	$ 0.17	$ 0.38	$ 0.37
Diluted (in dollars per share)	$ 0.20	$ 0.17	$ 0.37	$ 0.36
Weighted average common shares:
Basic (in shares)	25,864,638	24,649,837	25,419,349	24,631,934
Diluted (in shares)	27,154,770	24,845,899	26,275,597	24,845,212
Numerator:
Net income	$ 5,224	$ 4,207	$ 9,554	$ 9,016
Add effect of dilutive securities
Interest on convertible notes, net of tax	134		268
Adjusted net income	$ 5,358	$ 4,207	$ 9,822	$ 9,016
Denominator:
Weighted average basic common shares outstanding (in shares)	25,864,638	24,649,837	25,419,349	24,631,934
Dilutive effect of unvested common shares (in shares)	52,758	196,062	72,125	213,278
Dilutive effect of convertible notes (in shares)	1,237,374		784,123
Weighted average diluted common shares outstanding (in shares)	27,154,770	24,845,899	26,275,597	24,845,212

Fair Value Measurements; Fair24

Fair Value Measurements; Fair Value of Financial Instruments (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 25, 2015	Sep. 25, 2015	Sep. 26, 2014	Dec. 26, 2014
Change in fair value of earnouts	$ 60	$ 307	$ 324
Del Monte [Member] | Fair Value Inputs Level 3 [Member]
Contingent earn-out liabilities, fair value	13,577	13,577
Euro Gourmet [Member] | Fair Value Inputs Level 3 [Member]
Contingent earn-out liabilities, fair value	0	0		$ 243
Allen Brothers, Inc and Subsidiaries [Member] | Fair Value Inputs Level 3 [Member]
Contingent earn-out liabilities, fair value	$ 4,308	$ 4,308		$ 5,696

Fair Value Measurements; Fair25

Fair Value Measurements; Fair Value of Financial Instruments (Details) - Fair Value Inputs Level 3 [Member] $ in Thousands	9 Months Ended
	Sep. 25, 2015USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance	$ 5,939
Fair value on date of acquisition	13,139
Payments	(1,500)
Changes in fair value	307
Balance	17,885
Del Monte [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value on date of acquisition	13,139
Changes in fair value	438
Balance	13,577
Euro Gourmet [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance	243
Changes in fair value	(243)
Allen Brothers, Inc and Subsidiaries [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance	5,696
Payments	(1,500)
Changes in fair value	112
Balance	$ 4,308

Acquisitions (Details Narrative

Acquisitions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 25, 2015	Sep. 25, 2015	Apr. 06, 2015
Professional fees		$ 1,313
Operating expenses		$ 3,000
Del Monte [Member]
Effective acquisition date		Apr. 6, 2015
Aggregate purchase price	$ 185,332	$ 185,332
Portion purchase price cash-on-hand	123,893	123,893	$ 123,893
Portion purchase price additional senior secured notes and additional borrowings	61,439	$ 61,439
Number of common stock issued for acquisition		1,100,000
Value of common stock issued for acquisition	24,689	$ 24,689	24,689
Additional contingent consideration	24,500	$ 24,500
Description of payment of contingent consideration arrangements		The payment of the earn-out liability is subject to certain conditions, including the successful achievement of Adjusted EBITDA targets for the Del Monte entities and improvements in certain operating metrics for the Company’s existing protein business and the business of any protein companies subsequently acquired by the Company over the six years following the closing of the Del Monte acquisition.
Fair value of contingent consideration	13,577	$ 13,577	(13,139)
Net sales	58,447	114,576
Income before taxes	6,113	$ 9,990
Del Monte [Member] | Other amortizable intangibles [Member] | Maximum [Member]
Weighted average useful life		20 years
Del Monte [Member] | Other amortizable intangibles [Member] | Minimum [Member]
Weighted average useful life		15 years
Del Monte [Member] | Goodwill [Member]
Weighted average useful life		15 years
Del Monte [Member] | Convertible Subordinated Notes [Member]
Aggregate principal amounts	$ 36,750	$ 36,750	$ 36,750
Stated interest rate	2.50%	2.50%	2.50%
Conversion price	$ 29.70	$ 29.70	$ 29.70

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ in Thousands	Sep. 25, 2015	Apr. 06, 2015	Dec. 26, 2014
Goodwill	$ 155,083		$ 78,508
Del Monte [Member]
Current assets (includes cash acquired)		$ 32,131
Other intangibles		91,507
Goodwill		76,743
Fixed assets		5,652
Other assets		137
Earn-out liability	13,577	(13,139)
Deferred tax		(361)
Convertible subordinated notes		(36,750)
Issuance of common shares	(24,689)	(24,689)
Current liabilities		(7,338)
Cash purchase price	$ 123,893	$ 123,893

Acquisitions (Details 1)

Acquisitions (Details 1) - Del Monte [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 26, 2014	Sep. 25, 2015	Sep. 26, 2014
Net revenues	$ 265,111	$ 817,278	$ 767,948
Income before income taxes	$ 10,853	$ 24,030	$ 27,014

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($) $ in Thousands	Sep. 25, 2015	Dec. 26, 2014
Inventory Disclosure [Abstract]
Reserves for shrinkage and obsolescence	$ 1,479	$ 1,130

Equipment and Leasehold Impro30

Equipment and Leasehold Improvements (Details Narrative) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 25, 2015	Sep. 26, 2014	Jun. 27, 2014	Jun. 27, 2014	Sep. 25, 2015	Sep. 26, 2014	Dec. 26, 2014
Depreciation	$ 1,323	$ 207			$ 3,348	$ 1,477
Accumulated amortization	21,368				21,368		$ 18,085
Equipment and leasehold improvements, Gross	74,506				74,506		66,023
Equipment and leasehold improvements, net	53,138				53,138		47,938
Interest expense	3,902	1,896			9,312	6,063
Capitalized interest expense	0	$ 265			739	507
Sale-leaseback transaction					14,645
Assets Held Under Capital Leases [Member]
Assets financed by capital lease	509				509		509
Depreciation	24			$ 68	72	205
Computer Software Intangible Asset [Member]
Depreciation	278		$ 375		799	$ 548
Equipment and leasehold improvements, Gross	8,262				8,262		7,781
Equipment and leasehold improvements, net	$ 3,229				$ 3,229		$ 2,423

Equipment and Leasehold Impro31

Equipment and Leasehold Improvements (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 25, 2015	Dec. 26, 2014
Equipment and leasehold improvements, Gross	$ 74,506	$ 66,023
Less: accumulated depreciation and amortization	(21,368)	(18,085)
Equipment and leasehold improvements, net	53,138	47,938
Land [Member]
Equipment and leasehold improvements, Gross	$ 1,571	1,464
Buildings [Member]
Useful Lives	20 years
Equipment and leasehold improvements, Gross	$ 2,740	3,672
Machinery and equipment [Member]
Equipment and leasehold improvements, Gross	$ 10,744	7,220
Machinery and equipment [Member] | Minimum [Member]
Useful Lives	5 years
Machinery and equipment [Member] | Maximum [Member]
Useful Lives	10 years
Computers, data processing and other equipment [Member]
Equipment and leasehold improvements, Gross	$ 7,486	6,424
Computers, data processing and other equipment [Member] | Minimum [Member]
Useful Lives	3 years
Computers, data processing and other equipment [Member] | Maximum [Member]
Useful Lives	7 years
Leasehold improvements [Member]
Equipment and leasehold improvements, Gross	$ 40,812	9,057
Leasehold improvements [Member] | Minimum [Member]
Useful Lives	7 years
Leasehold improvements [Member] | Maximum [Member]
Useful Lives	15 years
Furniture and fixtures [Member]
Useful Lives	7 years
Equipment and leasehold improvements, Gross	$ 1,489	904
Vehicles [Member]
Useful Lives	5 years
Equipment and leasehold improvements, Gross	$ 2,048	987
Other [Member]
Useful Lives	7 years
Equipment and leasehold improvements, Gross	$ 95	95
Construction-in-process [Member]
Equipment and leasehold improvements, Gross	$ 7,521	$ 36,200

Goodwill and Other Intangible32

Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 25, 2015	Sep. 26, 2014	Sep. 25, 2015	Sep. 26, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 2,165	$ 1,468	$ 6,754	$ 4,405

Goodwill and Other Intangible33

Goodwill and Other Intangible Assets (Details) $ in Thousands	9 Months Ended
	Sep. 25, 2015USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 78,508
Goodwill increases, net	76,685
Foreign currency translation	(110)
Ending balance	$ 155,083

Goodwill and Other Intangible34

Goodwill and Other Intangible Assets (Details 1) - USD ($) $ in Thousands	9 Months Ended
	Sep. 25, 2015	Dec. 26, 2014
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 153,888	$ 63,013
Accumulated Amortization	(18,912)	(12,528)
Net Amount	134,976	50,485
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	94,141	32,261
Accumulated Amortization	(11,027)	(6,939)
Net Amount	$ 83,114	25,322
Customer relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	4 years
Customer relationships [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	20 years
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 7,166	7,166
Accumulated Amortization	(3,870)	(2,825)
Net Amount	$ 3,296	4,341
Non-compete agreements [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	2 years
Non-compete agreements [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	6 years
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 52,581	23,586
Accumulated Amortization	(4,015)	(2,764)
Net Amount	$ 48,566	$ 20,822
Trademarks [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	1 year
Trademarks [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	40 years

Goodwill and Other Intangible35

Goodwill and Other Intangible Assets (Details 2) $ in Thousands	Dec. 25, 2015USD ($)
Estimated amortization in fiscal year:
2,015	$ 9,464
2,016	10,810
2,017	10,774
2,018	9,636
2,019	9,339
Thereafter	91,969
Total	$ 141,992

Debt Obligations (Details Narra

Debt Obligations (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 06, 2015	Sep. 30, 2015	Sep. 25, 2015	Aug. 26, 2015	Apr. 17, 2013
Del Monte [Member] | Convertible Subordinated Notes [Member]
Debt Instrument [Line Items]
Maximum aggregate amount	$ 36,750		$ 36,750
Interest rate	2.50%		2.50%
Maturity period	6 years		6 years
Conversion price (in dollars per shares)	$ 29.70		$ 29.70
Series B Guaranteed Senior Secured [Member]
Debt Instrument [Line Items]
Description of interest		increase in the applicable rate of the Notes by 0.25% during the period of the Financial Covenants Adjustment.
Maximum aggregate amount	$ 25,000
Series B Guaranteed Senior Secured [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate	6.15%
Series B Guaranteed Senior Secured [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate	5.80%
Amended and Restated Credit Agreement Amendment No. 6 [Member] | Credit Facilities [Member]
Debt Instrument [Line Items]
Maximum debt borrowing capacity			$ 25,000
Amended and Restated Credit Agreement Amendment No. 7 [Member] | Revolving credit facility [Member] | Letters of credit [Member]
Debt Instrument [Line Items]
Maximum debt borrowing capacity				$ 10,000
Amended and Restated Credit Agreement [Member] | Convertible Subordinated Notes [Member]
Debt Instrument [Line Items]
Maximum aggregate amount					$ 100,000
Amended and Restated Credit Agreement [Member] | Letters of credit [Member]
Debt Instrument [Line Items]
Debt amount reserved			$ 5,395
Amended and Restated Credit Agreement [Member] | Credit Facilities [Member]
Debt Instrument [Line Items]
Description of interest			(i) the alternate base rate (representing the greatest of (1) Chase’s prime rate, (2) the federal funds effective rate for overnight borrowings plus 1/2 of 1.00% and (3) the adjusted LIBO rate for one month plus 2.50%) plus in each case an applicable margin of 1.75% to 2.50%, based on the Total Leverage Ratio (as defined in the Amended and Restated Credit Agreement), or (ii) in the case of Eurodollar Borrowings (as defined in the Amended and Restated Credit Agreement), the adjusted LIBO rate plus an applicable margin of 2.75% to 3.50%, based on the Total Leverage Ratio.
Amended and Restated Credit Agreement [Member] | Revolving credit facility [Member]
Debt Instrument [Line Items]
Maximum debt borrowing capacity			$ 40,605

Debt Obligations (Details)

Debt Obligations (Details) - USD ($) $ in Thousands	Sep. 25, 2015	Dec. 26, 2014
Total debt obligations	$ 291,935	$ 143,536
Less: current installments	(7,585)	(7,736)
Total debt obligations excluding current installments	284,350	135,800
Senior secured notes [Member]
Total debt obligations	125,000	100,000
Revolving credit facility [Member]
Total debt obligations	94,000
Term loan [Member]
Total debt obligations	20,826	27,000
New Markets Tax Credit loan [Member]
Total debt obligations	11,000	11,000
Convertible subordinated notes [Member]
Total debt obligations	36,750
Capital leases and financed software [Member]
Total debt obligations	$ 4,359	$ 5,536

Stockholders Equity (Details Na

Stockholders Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 06, 2015	Sep. 25, 2015	Sep. 25, 2015	Sep. 26, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payments of revolving credit line			$ 98,300
Share based compensation expense			$ 2,869	$ 1,032
Omnibus Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant		881,997	881,997
Omnibus Equity Incentive Plan [Member] | Restricted share awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for grant		218,419	218,419
Share based compensation expense		$ 287	$ 929
Weighted average grant date fair value			$ 21.20
Number of nonvested shares outstanding		422,811	422,811
Total unrecognized compensation cost		$ 7,000	$ 7,000
Weighted average remaining term			13 months
Omnibus Equity Incentive Plan [Member] | Performance-based restricted share
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for grant		49,109	49,109
Total unrecognized compensation cost		$ 3,798	$ 3,798
Weighted average remaining term			8 months
Omnibus Equity Incentive Plan [Member] | Time-based restricted share [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation expense		166	$ 1,940
Vesting period			4 years
Total unrecognized compensation cost		$ 3,202	$ 3,202
Weighted average remaining term			18 months
Del Monte Capitol Meat Co [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Numbers of common shares issued (in shares)	1,113,636
Share price	$ 22.17

Related Parties (Details Narrat

Related Parties (Details Narrative) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2015USD ($)N	Sep. 26, 2014USD ($)	Sep. 25, 2015USD ($)N	Sep. 26, 2014USD ($)
Ownership interest of entities or persons that are affiliated with the company	100.00%		100.00%
Number of warehouses leased from related parties | N	2		2
Rent expenses related to warehouse facilities	$ 233	$ 384	$ 1,147	$ 1,152
Mortgage loan payoff date			Dec. 31, 2029
Guarantor obligations, maximum undiscounted exposure	8,862		$ 8,862
Revenue from Related Parties	27	27	86	112
Aircraft rental expenses		3		16
TJ Management Co. LLC [Member]
Rent expenses related to warehouse facilities	52		104
Old World Provisions [Member]
Purchase of products	$ 249		$ 482
Del Monte [Member]
Number of warehouses leased from related parties | N	2		2
John Pappas [Member]
Ownership interest of entities or persons that are affiliated with the company	8.33%		8.33%
Dean Facatselis [Member]
Ownership interest of entities or persons that are affiliated with the company	8.33%		8.33%
Christopher Pappas [Member]
Ownership interest of entities or persons that are affiliated with the company	8.33%		8.33%
Theresa Lincoln [Member]
Rent expenses related to warehouse facilities	$ 56		$ 111
Theresa Lincoln [Member] | TJ Management Co. LLC [Member]
Ownership interest of entities or persons that are affiliated with the company	50.00%		50.00%
Theresa Lincoln [Member] | Old World Provisions [Member]
Ownership interest of entities or persons that are affiliated with the company	16.67%		16.67%
John DiBenedetti [Member] | TJ Management Co. LLC [Member]
Ownership interest of entities or persons that are affiliated with the company	50.00%		50.00%
John DiBenedetti [Member] | Old World Provisions [Member]
Ownership interest of entities or persons that are affiliated with the company	16.67%		16.67%
J. Couri and Previously Held by C. Pappas and S. Hanson [Member] | Interest in Aircraft [Member]
Aircraft rental expenses	$ 27	$ 47	$ 158	$ 137
John Couri [Member] | Interest in Aircraft [Member]
Ownership interest of entities or persons that are affiliated with the company	50.00%		50.00%