Greetings and welcome to The Chefs' Warehouse Second Quarter 2015 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. Alex Aldous, General Counsel and Corporate Secretary. Thank you. You may begin.

Thank you, operator. Good afternoon, everyone. With me on today's call are Chris Pappas, Founder, Chairman, and CEO; and John Austin, CFO. By now you should have access to our second quarter 2015 earnings press release. It can also be found at www.chefswarehouse.com under the Investor Relations section. Throughout this conference call we will be presenting non-GAAP financial measures including among others historical and estimated EBITDA and adjusted EBITDA, as well as both historical and estimated modified pro forma net income, and modified pro forma earnings per share. These measurements are not calculated in accordance with GAAP and may be calculated differently in other companies similarly titled non-GAAP financial measures. Quantitative reconciliations of our non-GAAP financial measures to their most directly comparable GAAP financial measures appear in today's press release. Before we begin our formal remarks, I need to remind everyone that part of our discussion today will include forward-looking statements including statements regarding our estimated financial performance. Such forward-looking statements are not guarantees of future performance and therefore you should not put undue reliance on them. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Some of these risks are mentioned in today's release. Others are discussed in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.sec.gov. Today, we are going to provide a business update, go over our second quarter results in detail, and review our 2015 guidance. Then we will open up the call for questions. With that, I would like to turn the call over to Chris Pappas. Chris?

Thanks Alex and welcome to all who are listening today. We are pleased with our results for the second quarter. During the quarter we grew net sales approximately 6% organically. This was driven by unique customer growth of approximately 8%, placement growth of approximately 6% and case growth of approximately 6% in our core specialty business versus the prior year second quarter. We also continue to experience high inflationary pressure in certain of our key categories particularly in protein and chocolate which was offset in part by moderating trends in dairy and cheese. However we continue to be very pleased with our ability to manage that inflation during the second quarter as evidenced by our 79 basis point increase in gross margin. In our core specialty business we saw a 75 basis points increase in gross margins and we realized a 373 basis point increase in our protein business driven in large part by the improving operating performance of Allen Brothers. So making excellent progress there. Moving on to a few specific business updates. The integration of Del Monte is going to plan, our integration team is in the midst of converting our IT systems and expect that process to be completed by the end of 2015. Also importantly Mr. John DeBenedetti our Executive Vice President of our protein division who came over along with the Del Monte acquisition has been having a very positive impact on our existing protein businesses and specially with purchasing improvements and the efficiency of the cut shop at Allen Brothers which you can see from our results this quarter. From our Allen Brothers' business specifically we brought on a new plant manager who's working on bringing our yields and efficiencies more in line with the rest of our businesses and is having great success.…

Thanks Chris and good afternoon everyone. Our net sales for the quarter ended June 26, 2015 increased approximately 32.7% to 282.9 million from the 213.1 million for the second quarter ended June 27, 2014. The increase in net sales was the result of organic growth, the acquisition of Del Monte and to a much lesser degree the acquisition of Euro Gourmet last October. These acquisitions accounted for approximately 56.9 million in sales or 26.7% of our net sales growth for the quarter while organic growth contributed the remaining 12.9 million or 6% growth over the prior year quarter. Inflation decreased approximately 70 basis points sequentially and was approximately 3.3% for the quarter. Inflation in the protein category continue to be very high year-over-year and choco was also up significantly versus the prior year. These inflationary pressures were offset by modest deflationary trends in the dairy and cheese categories. While our overall outlook for inflation for 2015 continues to be in the 3.5% range. We do expect protein prices to remain high in the near term. Gross profit increased approximately 37% to 71.8 million for the second quarter of 2015 versus 52.4 million for the second quarter of 2014. As Chris mentioned previously, gross profit margins increased approximately 79 basis points to 25.4% from 24.6%. This was due enlarge part to increased margins in our core specialty categories and the year-over-year improvement at our Allen Brothers subsidiary. Total operating expense increased approximately 42.5% to 62.5 million for the second quarter of 2015 from 43.8 million in the second quarter of 2014. As a percentage of net sales operating expenses were 22.1% for the second quarter of ’15 compared to 20.6% for the prior year quarter. However this includes the impact of transaction related expenses associated with the Del Monte acquisition and…

Thank you, we will now be conducting a question and answer session. [Operator Instructions] Our first question comes from the line of Andrew Wolf with BB&T Capital Markets, please proceed with your question.

Thank you, and good afternoon. Just on the pricing pressure with some customers. First, is that just for the protein businesses or is that more broadly also core specialty and just to understand what you're talking about, could you maybe elaborate a little bit on -- these customers non-core versus core?

Well, as you can see our margins, we had a great quarter of margins were very healthy up across the board. So, basically our core businesses, margin is looking really good. Over the past few years, some of the companies [technical difficulty].

You are now re-joining the main conference.

Or traditional competitors out there. So, it doesn't make up a huge portion of our business. I don't know if I could quantify, it's a small amount, percentage of our business, but we look at them, we take a conservative stance on and then say, there is pressure on those type of account and it's just normal. So --

And we are seeing some pressure currently in a few of those accounts. So that's factored in our guidance.

So, just to follow-up, so I would maybe take away those would be more maybe casual dining or something away -- more away from the like table cloth that I consider more core for you guys and just kind of customer --?

All more part of the big group that we've inherited.

Got it, and this segues into my other question and then I'll get back in queue. It sounds like that -- I was going to ask you even were you guys operate higher end, are you seeing some pressure from US Foods and Sysco --

Well, margins look pretty good, organic growth looks pretty good. So, there is always competition, but I think we're executing very well.

So, it's more on the margin with some of these non-core folks if that's maybe part of the reason, certainly not in the core business, is that your takeaway for us?

Yes, correct.

Thank you, our next question comes from the line of Scott Van Winkle with Canaccord Genuity, please proceed with your question.

Chris, can we talk about -- now that the Bronx facility is opened, can we talk about kind of the timing of what happens now from standpoint of -- things like duplicative rent, you're going through the integration today, I'm sure you still have some offsite storage as that flows off, when can the product assortment expand? I'm wondering what's the timeframe for where you see this to be what you really thought it was going to be a year-and-a-half-ago when you guys kind of came up with the plan and started putting it to pen to paper, how does it play out from here?

I think that there is still a lot of wood to chop and once we start, everybody gets comfortable, it's like moving your baseball team from 5,000 seat stadium into a 50,000 stadium. Everybody's got to learn the field. So we're still going through that period of learning how to operate in a completely different building. New categories we're still starting to place them and see where they're going to fit. So I would say, 2016 just starting to get the benefit, 2017 it gets even better, 2018 it's great. So I would say, the rest of this year we're still getting into the building and getting a feel for it. So I would be conservative.

And what are we going to see in the financial results in 2016 relative to what we're seeing today and that obviously very important New York City market, we're going to see incremental revenue as much as we're going to see maybe some more efficiency in margin?

Well, our goal is high single digits of organic growth. So I think the building allows us to achieve that, it also allows us to do some tuck-ins which are highly accretive. It also allows us to go into the high-end specialty protein business that we’re getting better and better at so we’re going to bring that business into New York. So, it allows us to grow categorically more efficiently obviously serves our customers better less mistakes, less injuries so I can go across the board the reason we built it so give you an exact percentage that could be impossible at this point but you could use your imagination every department should get better. And the tuck in should come which would be great.

And I think Scott to tag onto that, duplicative rent that should start to phase out in the second half we still do have office facilities so our office people are not in the new facility that we’re building that out but all of the operating people and the operational are consolidated. So, there will be a little bit of duplicate ramp but not a huge amount in the second half. That new facility does have a significantly higher occupancy cost than our old facility but we’ve consolidated [indiscernible] already which help mitigate that and then Chris’s point some of that productivity and reduced damage all those kind of things should start to flow through. So I think all of those things help mitigate that high occupancy cost but as we build the scale that’s where you really going to start to see us. So, I think that’s going to probably start to manifest itself more in 2016 and 2017.

And John if I could squeeze one more in and Chris talks about lots of acquisition opportunities. How big is the war chest that you can provide former the comfort level with where you stand today?

I think our comfort level is good our debt is a little bit higher, our leverage ratio is a little bit higher than our long term strategy right now given the Del Monte acquisition as we kind of work through that and de-lever from that acquisition I think it will give us more capacity. One thing you might have seen we did tweak our covenants just recently where if we found the deal that we particularly like it allows us to stretch out our step downs of those covenants little bit longer. So I think we’ve got enough capacity to do some reasonable deals obviously we don’t have the capacity to do another Del Monte or something like that.

As we execute we start paying down our debt so obviously that gives us more flexibility as well.

Thank you. Our next question comes from the line of John Ivankoe with JPMorgan. Please proceed with your question.

I guess, Chris, the question is how you view the overall food service distribution industry at this point? I think it made a lot of sense to think about the combination of Sysco in US Foods as a big opportunity for you guys in terms of may be customer disruption and some of the human resource fallout that would come out of the Company. So that now not in the cards, I mean, going forward, you probably did benefit that over the last 12 months. But with that's not in the cards going forward like, how do you kind of envision the big three is competitors to Chef? And I asked that in a question that when you listen to these companies talk about their businesses, they talk about growth opportunities in ethnic and more locally sourcing and more natural, which isn't exactly specialty, but maybe going outside of, maybe some of the commodity products that some of them have been known for in the past. So could you -- I mean, if you don't mind on a public conference call just kind of view, view your competitive positioning in terms of that big merger being called off?

Its’ a great question. Again, we’ve been in business for 30 years so I think we’re pretty good it’s a very experienced team, we understand who our customer is and I think in our call we said that we have non-core customers and we’ll always be picking some up and giving some out I mean we are very committed to continuing our strategy. We have over 20,000 individual restaurants, caterers, country clubs. And that’s really as we expand our territory that’s who we’re focused on because it’s a different service level so we’re not going after giant chain. I mean these guys are really good at executing these big deals, big groups, low margin and very efficient. We obviously want to be more and more efficient and we have been getting more efficient. But we’re just a completely different mindset of how we go to the market, the customers that we chase. And I think we can live alongside the real big guys very well. It’s really not who we’re focusing and we have picked up some really good talent and we’re developing a lot of talent. Again our typical person who comes to work for Chefs is really somebody who’s got to be some sort of foody and obviously we want them that skill sets our executives, our managers. But they’re going to the market completely different it’s not just the price and the drop and all that. You really got to know, you got to know local, we have over 1,000 suppliers in 40 countries. It’s very complex, sound simple but what we do and execute every day is very complex and you throw on top of that now our protein expertise we think we own some of the top brand in the country. We’re a billion we could see ourselves going to a few billions, these guys are 30 billion, 40 billion, 50 billion they’ve got to move the needle and big chunks and we don’t have that issue. So I think we’re extremely focused and happy where we sit.

Certainly, Chris, nobody thinks it's easy. I mean that goes without saying, but when we hear obviously from the outside looking in to hear that big growth opportunities or ethnic and local and natural for the big broad liners, I mean your point of view as the service levels are different from you, the products are different, your care of the individual customers are different. Is there any way that that can become an addressable competitive threat at this point or do think that the company here is just too different?

I think the companies are too different, I think everybody wants to sell products, but we carry local, we carry ethnic, we're not going after an ethnic chain of 400 stores with all the top ethnic restaurants in the city, different service levels, different expectation, it's an apple or an orange. So I think they'll do very well chasing these new opportunities. And we'll stick to what we do well and we'll knock them off one by one.

Thank you. [Operator Instructions] Our next question comes from the line of Karen Short with Deutsche Bank, please proceed with your question.

Hi, it's actually Ryan Gilligan on for Kerry. My first question is, what was the impact on gross margins from dairy and cheese deflation. I guess, we're just try to figure out how much of the 75 basis point improvement in the core specialty business was from deflation?

A meaningful piece. So when you look at our top 10 categories, we had about 3.3% total inflation. We saw some nice margin lift in those categories that were deflating slightly, but what we also did was manage the inflationary product categories very well. So we had very little negative impact on gross margins from the highly inflationary categories. That's really the art right is to make sure we're getting ahead of the cost increase or as much as you can or keeping up with passing through, and then as things are depleting a little bit, try to retain a little bit of that pricing. So, a good chunk of our increase was in those deflationary categories, but we saw two categories that were slightly negative on the gross margin side and that was dairy and cheese, I'm sorry, that was meat and choco, which were the two highly inflationary, right, but dairy and cheese both were nice contributions to margin.

Got it. That's helpful. Thanks. And maybe could you give some color on how sales trended throughout the quarter and into the third quarter?

Yes, I think for the second quarter, I think April -- May was up slightly from April and June was slightly softer than May. So it was really kind of choppy, but basically flattish, cadence throughout the second quarter. I think, July is okay so far, I think we're seeing a little bit more softening inflation in protein in July. So, I think that's probably going to have some impact on sales volume on topline.

Impact on topline but should be healthier for bottom line.

Hopefully, it's healthy on the gross margin and bottom line.

That makes sense. And just a quick clarification on guidance, just confirming the non-core pricing pressure was the only reason guidance for the rest of the year came down, right?

It's every trend that's going on in the business. So that's our current view of the business.

Got it. I guess, we're just trying to see if there is any other factor that would have caused the back half to come down?

That's our current view of the business.

Thank you, our next question comes from the line of Mark Wiltamuth with Jefferies, please proceed with our question.

I wanted to get some thoughts on gross margin trends for the second half? You're still lapping a 140 basis point decline in gross margin in the third quarter and then a 55 basis point decline in the fourth quarter, here you're showing 70 to 75 basis point gains here in the first half. What can we be thinking about for the second half for gross margin?

Yes. Mark, I think you're thinking about it right from the perspective that third quarter was still a very challenging quarter for Allen Brothers. So, I think that will be a positive year-over-year impact in the third quarter, will we have as positive a gross margin impact from the deflationary categories I'm not sure I bank on that, but I think we feel good about where our current margin trends are in the specialty. So overall, will it be as strong gross margin year-over-year improvement. I'm not quite sure, but you should see a positive impact from Allen Brothers for sure.

Yes. And I think that we've talked about this last time, Mark, I mean we're a different company than we were 3.5 years ago when we went public. We've never seen the ups and downs that we've seen in the last two years. So we kind of encourage us to build the margin team. So I think we've gotten a lot better now we're really focusing and managing on a day-to-day basis. And I think that's also really helping us improve and I think it's showing how we're managing inflation, deflation and able to hold our margins.

And if you could maybe give us a measure on how far Allen Brothers is on a turnaround there?

Well, again it's I think we said in the earnings script, they're doing, they're tracking the plan, which is a remarkable comeback. I mean last year, as you know it was -- we had a really tough time and I think it's playing out with our acquisition of Del Monte and with the adding of the Mr. DeBenedetti and the adding of our new plant manager. We were able to run the plant now, it's much more efficiently. And as we continue to add new customers we have a great vision for this Company, it's a great brand. And I think its remarkable comeback, how we turned it around now. And I think we just need to continue now that it's operating efficiently to continue to add customers and we're happy that it's tracking to plan. So we're very excited about it.

And how do you stand on broad line sales out of Chicago, Now you've got the sales force, you're putting in place, what kind of numbers…

We're tracking to expectation. So again, we have a great vision and great strategy for that market, we think if it can be one of our best markets. So right now, we've been hiring people and pretty much we are tracking to where we expect it to be.

Thank you. Our next question comes from the line of Kelly Bania with BMO Capital. Please proceed with your questions.

Just curious if we could go back to the margin pressure for the non-core customers and just from historic perspective, I mean, how often do you see this kind of competitive activity kind of spike up when did you see it, how long is it typically lasts and as you think about that long-term kind of 7% EBITDA margin getting back to that, what do you assume long-term from that group of customers in your business?

Yes. Well, I think the competitiveness in -- I call it more of the commodity-type business is has always been there and it always will be there. So, I think we're still too small where that becomes a non-issue. So, I think as we grow, we are not targeting what we call non-core customers. So, I think as -- all our companies continue to grow with the typical Chef Warehouse customer base. The 7% right now is our first target and I think it's very realistic and we've been tracking, obviously, we've had the improvements. And we said we are growing into our overhead at this point. We added a lot of overhead. We added a lot of new facilities. So, as we grow into that the 7% number looks really good. And I wouldn't focus too much on what we call the non-core customers because as a percentage of our business, it's pretty small. Unfortunately, it still impacts us because we are small. So, as you can imagine as we continue to grow that becomes a smaller piece. I think it becomes more of a less impactful. I hope that answered your question.

And then just as we think about your acquisition opportunities, it sounds like there's a lot out there. How do you prioritize that at this point? I mean, if in your perfect world, what would be next, what would be ideally next in the plan? Where would you like to fit something in either geographically or product-wise?

Well, perfect world would be few tuck-ins to where we have capacity, right. So New York now will have capacity, San Francisco will have capacity, Chicago has capacity. So you can envision those markets that would be great. We are executing now a parallel strategy the specialty broad-line and specialty protein. So, adding to any of those businesses would be great because we're building the infrastructure and we already have lot of the executive team in the overhead. So, we would expect that to be creative. We still love Texas, we'd love to get to Texas, love to get to Atlanta, the Carolinas love to expand Florida. So, Seattle is great, we'd love to do more there. We have entered Arizona we'd love to grow that. So that would be on the top of the list.

Okay, that narrows it down. Thanks. And then just on the labor cost you highlighted. Is that just the acquisition or is that kind of in the core specialty business maybe just could you elaborate there?

We're actually seeing that across the board. We try to get ahead of labor costs. So, obviously there's a lot of wage pressure, I think, everywhere in industry. So, we're seeing some of that, but it's in dry version warehouse workers and it's more across the board than just any of the acquisitions.

Thank you. There are no further questions at this time. I would like to turn the floor back over to management for closing remarks.

Well, we thank everybody for joining us on this call today. And we're proud of our quarter and we're really proud of the Company and platform we're building. And we're very excited to speak to you again on our next earnings call. Thank you very much for joining.

This concludes today's teleconference. You may disconnect your lines at this time. And thank you for your participation.