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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 30, 2011	Mar. 16, 2012	Jun. 24, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	Chefs' Warehouse, Inc.
Entity Central Index Key	0001517175
Document Type	10-K
Document Period End Date	Dec. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		20,917,309

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 30, 2011	Dec. 24, 2010
Current assets:
Cash and cash equivalents	$ 2,033	$ 1,978
Accounts receivable, net of allowance of $2,900 in 2011 and $2,400 in 2010	42,876	36,200
Inventories, net	23,873	16,441
Deferred taxes, net	1,448	1,651
Prepaid expenses and other current assets	3,364	3,608
Total current assets	73,594	59,878
Equipment and leasehold improvements, net	5,379	4,228
Software costs, net	355	373
Goodwill	20,590	11,479
Intangible assets, net	5,115	635
Deferred taxes, net	1,401	2,362
Other assets	1,444	3,717
Total assets	107,878	82,672
Current liabilities:
Accounts payable	30,371	23,563
Accrued liabilities	3,839	3,686
Accrued compensation	3,508	3,478
Current portion of long-term debt	6,107	16,945
Total current liabilities	43,825	47,672
Long-term debt, net of current portion	39,590	82,580
Other liabilities and deferred credits	893	1,232
Total liabilities	84,308	131,484
Commitments and contingencies
Stockholders' equity (deficit):
Preferred Stock - $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 30, 2011 and December 24, 2010
Common stock, value	208	0
Additional paid in capital	19,806	0
Members' deficit:
Retained earnings	3,556	0
Total Stockholders'/members' equity (deficit)	23,570	(48,812)
Total liabilities and stockholders'/members' equity	107,878	82,672
Common Class B [Member]
Stockholders' equity (deficit):
Common stock, value	0	(48,812)
Common Class C [Member]
Stockholders' equity (deficit):
Common stock, value	$ 0	$ 0

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 30, 2011	Dec. 24, 2010
Allowance for accounts receivable	$ 2,900	$ 2,400
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	0
Common stock, shares issued	20,840,590	0
Common stock, shares outstanding	20,840,590	0
Common Class B [Member]
Common stock, shares authorized	0	50,000,000
Common stock, shares issued	0	50,000,000
Common stock, par value
Common stock, shares outstanding	0	50,000,000
Common Class C [Member]
Common stock, shares authorized	0	8,333,333
Common stock, shares issued	0	4,375,000
Common stock, par value
Common stock, shares outstanding	0	4,375,000

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2011	Dec. 24, 2010	Dec. 25, 2009
Consolidated Statements of Operations [Abstract]
Net revenues	$ 400,632	$ 330,118	$ 271,072
Cost of sales	294,698	244,340	199,764
Gross profit	105,934	85,778	71,308
Operating expenses	78,138	64,206	57,977
Operating income	27,796	21,572	13,331
Interest expense	14,570	4,041	2,815
Gain on fluctuation of interest rate swap	(81)	(910)	(658)
Loss on sale of assets	(6)
Income before income taxes	13,301	18,441	11,174
Provision for income taxes	5,603	2,567	2,213
Net income	7,698	15,874	8,961
Deemed dividend accretion on Class A members' units		(4,123)	(6,207)
Deemed dividend paid to Class A members' units		(22,429)
Net income (loss) attributable to common stockholders	$ 7,698	$ (10,678)	$ 2,754
Net income (loss) per share attributable to common stockholders:
Basic	$ 0.44	$ (0.50)	$ 0.12
Diluted	$ 0.43	$ (0.50)	$ 0.11
Weighted average common shares outstanding:
Basic	17,591,376	21,331,646	22,900,709
Diluted	18,031,651	21,331,646	24,084,979

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Additional Paid in Capital	Retained Earnings	Member's Deficit	Common Stock [Member]	Common Class A [Member]	Common Class B [Member]	Common Class C [Member]
Beginning balance at Dec. 26, 2008	$ (38,709)			$ (38,709)		$ 35,491
Beginning balance, shares at Dec. 26, 2008						25,000,000	50,000,000	7,876,000
Accretion of Class A Units to liquidation value	(6,207)			(6,207)		$ 6,207
Issuance of Class C units								633,000
Purchase of Class C units, shares								(1,788,000)
Purchase of Class C units	(263)			(263)
Forfeiture of Class C shares, shares								(1,794,000)
Distribution to members	(146)			(146)
Net income	8,961			8,961
Ending balance at Dec. 25, 2009	(36,364)			(36,364)		$ 41,698
Ending balance, shares at Dec. 25, 2009						25,000,000	50,000,000	4,927,000
Accretion of Class A Units to liquidation value	(4,123)			(4,123)		$ 4,123
Redemption of Class A shares, shares						(25,000,000)
Redemption of Class A shares	(22,429)			(22,429)		$ (45,821)
Purchase of Class C units	(173)			(173)
Forfeiture of Class C shares, shares								(552,000)
Distribution to members	(1,597)			(1,597)
Net income	15,874			15,874
Ending balance at Dec. 24, 2010	(48,812)			(48,812)
Ending balance, shares at Dec. 24, 2010							50,000,000	4,375,000
Net income	7,698
Net proceeds from IPO	63,279	$ 63,232			$ 47
Net proceeds from IPO, shares					4,666,667
Shares surrendered to pay withholding taxes, shares					(38,395)
Shares surrendered to pay withholding taxes value	(692)	(691)			$ (1)
Stock compensation, shares					212,318
Stock compensation	2,097	2,095			$ 2
Net income - pre - conversion	4,142			4,142
Conversion to Corporation, shares					16,000,000		(50,000,000)	(4,375,000)
Conversion to Corporation		(44,830)		$ 44,670	$ 160
Net income - post - conversion	3,556		$ 3,556
Ending balance at Dec. 30, 2011	$ 23,570	$ 19,806	$ 3,556		$ 208
Ending balance, shares at Dec. 30, 2011					20,840,590

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2011	Dec. 24, 2010	Dec. 25, 2009
Cash flows from operating activities:
Net income	$ 7,698	$ 15,874	$ 8,961
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,722	1,388	1,520
Provision for allowance for doubtful accounts	1,189	1,042	1,477
Original issue discount amortization	2,127	123
Deferred credits	(290)	(302)	63
Deferred taxes	1,164	(2,470)	369
Gain on fluctuation of interest rate swap	(81)	(910)	(658)
Unrealized gain on forward contracts	0	0	0
Accrual of paid in kind interest	1,825	500
Amortization of deferred financing fees	721	715	397
Write off of deferred financing fees	2,860
Stock compensation	2,097
Loss on sale of assets	6
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(7,033)	(5,643)	(3,054)
Inventories	(3,969)	(450)	1,584
Prepaid expenses and other current assets	245	(658)	(390)
Accounts payable and accrued liabilities	6,513	4,988	813
Other assets	(74)	(863)	(11)
Receivable from related party		190	814
Net cash provided by operating activities	16,720	13,524	11,885
Cash flows from investing activities:
Capital expenditures	(2,081)	(1,133)	(1,061)
Cash paid for acquisitions	(17,757)	(3,738)	(3,766)
Proceeds from asset disposals	5
Net cash used in investing activities	(19,833)	(4,871)	(4,827)
Cash flows from financing activities:
Cash paid for Class C shares		(173)	(263)
Redemption of Class A shares		(68,250)
Net proceeds from IPO	63,279
Proceeds from new senior secured loan	30,000
Borrowing of debt		97,500
Payment of debt and capital lease obligations	(93,285)	(20,400)	(2,100)
Borrowing under revolving credit line	399,877	325,810	323,090
Payments under revolving credit line	(394,714)	(334,085)	(327,695)
Payment of deferred financing fees	(1,297)	(5,961)
Surrender of shares to pay withholding taxes	(692)
Distributions to stockholders		(1,597)	(146)
Other		(394)	(660)
Net cash provided by (used in) financing activities	3,168	(7,550)	(7,774)
Net change in cash and cash equivalents	55	1,103	(716)
Cash and cash equivalents at beginning of year	1,978	875	1,591
Cash and cash equivalents at end of year	2,033	1,978	875
Supplemental disclosures of cash flow information:
Cash paid for income taxes	2,641	5,789	3,067
Cash paid for interest	7,355	3,536	2,817
Noncash investing activity:
Capital lease	$ 342
Noncash financing activity:
Accretion of Class A shares		$ 4,123	$ 6,207

Operations and Basis of Presentation

12 Months Ended

Dec. 30, 2011

Operations and Basis of Presentation [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 consolidated accounts of The Chefs’ Warehouse, Inc. (the “Company”), and its 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. In 2011, this resulted in a 53-week year ending December 30, 2011. The Company operates in one segment, food product distribution, which is concentrated on the East and West Coasts of the United States. The Company’s customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools and specialty food stores.

On July 27, 2011, the Company completed a reorganization in which the predecessor to the Company, Chefs’ Warehouse Holdings, LLC, was converted into the Company (the “Conversion”). As part of the Conversion the Company issued 16,000,000 shares of common stock. Each holder of the Company’s Class B and Class C units received approximately 0.2942 shares of common stock for each unit of membership interest in Chefs’ Warehouse Holdings, LLC owned by them at the time of the Conversion. Of the total number of shares issued in the Conversion, 445,056 shares were restricted shares of the Company’s common stock issued upon conversion of the Company’s Class C units that had not vested as of the date the Company consummated the Conversion. The effects of this reorganization on the Company’s earnings per share have been reflected for all periods presented retroactively.

On August 2, 2011, the Company completed the initial public offering (“IPO”) of shares of its common stock. The Company issued 4,666,667 shares in the offering, and certain existing stockholders sold an additional 5,683,333 shares, including 1,350,000 shares sold to the underwriters to cover over-allotments. The Company received net proceeds from the offering of approximately $63,279 (after the payment of underwriter discounts and commissions and offering expenses) that have been used, together with borrowings under the Company’s new senior secured credit facilities, to repay all of the Company’s loans outstanding under its former senior secured credit facilities and senior subordinated notes, including any accrued and unpaid interest and call premiums

Consolidation of Ownership

On October 22, 2010, Chefs’ Warehouse Holdings, LLC redeemed all of its authorized and outstanding Class A units of limited liability company membership interests for a redemption price of $68,250. The redemption price consisted of $45,821 of principal and accreted interest, as well as $22,429 of deemed equity value. The redemption price was calculated in line with Chefs’ Warehouse Holdings, LLC’s limited liability company agreement then in effect and was mutually agreed upon by all participating parties. The redemption resulted in the Class B and Class C unit holders of Chefs’ Warehouse Holdings, LLC increasing their ownership interests from 68.5% to 100%. The Class A units were retired at the time of redemption.

Consolidation

The Company’s wholly-owned operating companies include the following: Dairyland USA Corporation (“Dairyland”), a New York corporation engaged in business as a distributor of dairy, meat, and specialty foods; Bel Canto Foods, LLC (a wholly-owned subsidiary of Dairyland), a New York limited liability company engaged in the business of importing primarily Mediterranean style food products; The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company engaged in a business similar to Dairyland, primarily in Maryland and the District of Columbia; The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company engaged in a business similar to Dairyland, primarily in California, Nevada and Oregon; and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company engaged in a business similar to Dairyland, primarily in southern Florida. In addition to these operating companies, the Company also owns 100% of Chefs’ Warehouse Parent, LLC, a Delaware limited liability company which owns 100% of The Chefs’ Warehouse Mid-Atlantic, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC. All significant intercompany accounts and transactions have been eliminated

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. Estimates are used in determining, among other items, the allowance for doubtful accounts, reserves for inventories, future cash flows associated with impairment testing for goodwill and long lived assets, useful lives for intangible assets, stock based compensation and tax reserves. Actual results could differ from estimates.

Current Year Acquisitions

The Company’s acquisition of Harry Wils & Co. in the second quarter of fiscal 2011 and Provvista Specialty Foods, Inc. in the fourth quarter of fiscal 2011 were not material and, accordingly, stand alone financial statements and pro forma financial statements giving effect to the acquisitions of Harry Wils & Co. and Provvista Specialty Foods, Inc. are not required to be included in these financial statements.

Recently Issued Financial Accounting Standards

Fair Value Measurements. In May 2011, FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”. The amendments in this update change the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. ASU 2011-04 is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a material effect on the Company’s financial condition or results of operations.

Comprehensive Income. In June 2011, FASB issued ASU 2011-05, “Presentation of Comprehensive Income”. This statement eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity and requires the presentation of reclassification adjustments from other comprehensive income to net income on the face of the financial statements. This guidance is effective for fiscal years and interim periods beginning after December 15, 2011 and adoption of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations.

Testing Goodwill for Impairment. In September 2011, FASB issued ASU 2011-08, “Testing Goodwill for Impairment”. This statement eliminates the need to perform first stage goodwill impairment testing if, through assessing qualitative factors, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. Adoption of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
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+ Details

Summary of Significant Accounting Policies

12 Months Ended

Dec. 30, 2011

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition

Revenue from the sale of a product is recognized at the point at which the product is delivered to the customer. The Company grants certain customers sales incentives such as rebates or discounts and treats these as a reduction of sales at the time the sale is recognized. Sales tax billed to customers is not included in revenue but rather recorded as a liability owed to the respective taxing authorities at the time the sale is recognized.

Cost of Goods Sold (COGS)

The Company records COGS based upon the net purchase price paid for a product, including applicable freight charges incurred to deliver the product to the Company’s warehouse.

Operating Expenses

Operating expenses include the costs of facilities, product handling and replenishment, delivering, selling and general administrative activities.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of less than three months to be cash equivalents. The Company maintains balances at financial institutions which may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Accounts Receivable

Accounts receivable consist of trade receivables from customers and are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined based upon a number of specific criteria, such as whether a customer has filed for or been placed into bankruptcy, has had accounts referred to outside parties for collections or has had accounts significantly past due. The allowance also covers short paid invoices the Company deems to be uncollectable as well as a portion of trade accounts receivable balances projected to become uncollectable based upon historic patterns.

Inventories

Inventories consist primarily of finished goods, food and related food products held for resale and are valued at the lower of cost (first-in, first-out method) or market. The Company maintains reserves for slow-moving and obsolete inventories.

Purchase Incentives

The Company receives consideration and product purchase credits from certain vendors that the Company accounts for as a reduction of COGS. There are several types of cash consideration received from vendors. The purchase incentive is primarily in the form of a specified amount per pound or per case. For the years ended December 30, 2011, December 24, 2010, and December 25, 2009, the recorded purchase incentives totaled approximately $4,820, $3,996, and $3,164, respectively.

Concentrations of Credit Risks

Financial instruments that subject us to concentrations of credit risk consist of cash, temporary cash investments, trade receivables, and short-term and long-term debt. The Company’s policy is to deposit its cash and temporary cash investments with major financial institutions. The Company distributes its food and related products to a customer base that consists primarily of restaurants, country clubs, catering halls, hotels and other institutions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions. The Company generally does not require collateral. However, the Company, in certain instances, has obtained personal guarantees from certain customers. There is no significant balance with any individual customer.

Equipment and Leasehold Improvements

The Company records equipment and leasehold improvements at cost. Equipment that has been financed through capital leases is recorded at the present value of the minimum lease payments, which approximates cost. Equipment and leasehold improvements, including capital lease assets, are depreciated on a straight-line basis as follows:

Software Costs

The Company capitalizes certain computer software licenses and software implementation costs that are included in Software costs in its Consolidated Balance Sheets. These costs were incurred in connection with developing or obtaining computer software for internal use if it has a useful life in excess of one year, in accordance with Accounting Standards Codification (ASC) 350-40 “Internal-Use Software”. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task that it previously did not perform.

Internal use software is amortized on a straight-line basis over a three to seven year period. Capitalized costs include direct acquisitions as well as software and software development acquired under capitalized leases. Capitalized software purchases and related development costs, net of accumulated amortization, were $355 at December 30, 2011 and $373 at December 24, 2010.

Impairment of Long-Lived Assets

Long-lived assets, other than goodwill, are reviewed for impairment in accordance with ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets” that only requires testing whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If any indicators are present, a recoverability test is performed by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If the net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), an additional step is performed that determines the fair value of the asset and records an impairment, if any.

Debt Issuance Costs

Certain costs associated with the issuance of debt instruments are capitalized and included in non-current assets in the Consolidated Balance Sheets. The Company had unamortized debt issuance costs of $1,061 and $3,344 as of December 30, 2011 and December 24, 2010, respectively. These costs are amortized over the terms of the related debt instruments on a straight-line basis. Amortization of debt issuance costs was $721 for the fiscal year ended December 30, 2011, $715 for the fiscal year ended December 24, 2010, and $397 for the fiscal year ended December 25, 2009. In addition, we wrote off $2,860 of debt issuance costs in fiscal 2011 in connection with the refinancing of our Senior Secured Credit Facilities.

Intangible Assets

The intangible assets recorded by the Company consist of customer relationships and trademarks which are amortized over their useful lives on a schedule that approximates the pattern in which economic benefits of the intangible assets are consumed.

Goodwill

Goodwill is the excess of the acquisition cost of businesses over the fair value of identifiable net assets acquired. In accordance with ASC 350, “Intangibles-Goodwill and Other”. Impairment testing for goodwill is performed at least annually unless indicators of impairment exist. Impairment testing for goodwill uses a two-step approach, which is performed at the consolidated level, as the Company has a single reporting unit. Stage one compares the fair value of the Company (using the market capitalization approach) with its carrying value. If the carrying value exceeds the fair value, there is a potential impairment and step two must be performed. Stage two compares the carrying value of the entity’s goodwill to its implied fair value (i.e., fair value of the entity less the fair value of the entity’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as impairment. Through December 30, 2011 there have been no impairments recorded.

Derivative Financial Instruments

Derivatives are carried as assets or liabilities at their fair values in accordance with ASC 820 “Fair Value Measurements”. The Company’s derivative is comprised of an interest rate swap commitment entered into with a financial institution to hedge the risk associated with the Company’s variable rate debt. The financial instrument does not qualify for hedge accounting and is carried at fair value with the changes in fair value recorded in earnings. The swap expired in January 2011 and therefore had no value as of December 30, 2011. At December 24, 2010, the fair value of the interest rate swap was $(81) and is included in Other Liabilities.

Employee Benefit Programs

The Company sponsors a defined contribution plan covering substantially all full-time employees (the “401(k) Plan”). Beginning in fiscal 2011, the Company elected to make matching contributions to the 401(k) Plan at 50 percent of employee contributions to a maximum of three percent of an employee’s salary. For fiscal 2011 we recognized expense of $0.3 million for employer matching contributions to this plan.

Income Taxes

The Company accounts for income taxes in accordance with ASC740, “Income Taxes”. Deferred tax assets or liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse. The Company follows certain provisions of ASC 740, “Income Taxes” (previously reported as Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109) which established a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company evaluates uncertain tax positions, if any, by determining if it is more likely than not to be sustained upon examination by the tax authorities. The Company records uncertain tax positions when they are estimable and probable that such liabilities have been incurred. The Company, when required, will accrue interest and penalties related to income tax matters in income tax expense.

Commitments and Contingencies

The Company is subject to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual and other commercial obligations. The Company recognizes liabilities for contingencies and commitments when a loss is probable and can be reasonably estimated.

Stock-Based Compensation

We measure stock-based compensation at the grant date based on the fair value of award. Restricted stock awards are valued based on the fair value of the stock on the grant date and the related compensation expense is recognized over the service period. Similarly, for time-based restricted stock awards subject to graded vesting, we ensure that the compensation expense recognized is at least equal to the vested portion of the award.

Self-Insurance Reserves

Effective October 1, 2011, we began maintaining a self-insured group medical program. The program contains individual as well as aggregate stop loss thresholds. The amount in excess of the self-insured levels are fully insured by third party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Projections of future loss expenses are inherently uncertain because of the random nature of insurance claims occurrences and could be significantly affected if future occurrences and claims differ from these assumptions and historical trends.

Fair Value Measurements

The carrying values of the Company’s liabilities approximate the fair values except for the fair value of the Company’s debt, which are based on prevailing interest rates and market prices for debt of similar terms and maturities. As of December 30, 2011, the Company had no financial instruments required to be measured at fair value.

Net Income (Loss) per Share

12 Months Ended

Dec. 30, 2011

Earnings Per Share [Abstract]

Net Income (Loss) per Share

Note 3 – Net Income (Loss) per Share

The following table sets forth the computation of basic and diluted earnings (loss) per unit/share:


	Fiscal Year Ended
	December 30, 2011		December 24, 2010			December 25, 2009
Net income	$	7,698	$	15,874		$	8,961
Deemed dividend accretion on Class A members’ units		—		(4,123	)		(6,207	)
Deemed dividend paid to Class A members’ units		—		(22,429	)		—

Net (loss) income attributable to common shares/members’ units	$	7,698	$	(10,678	)	$	2,754

Net (loss) income per share/unit attributable to common stockholders/members :
Basic	$	0.44	$	(0.50	)	$	0.12
Diluted	$	0.43	$	(0.50	)	$	0.11
Weighted average common shares/units outstanding (1):
Basic		17,591,376		21,331,646			22,900,709
Diluted		18,031,651		21,331,646			24,084,979

(1)	Adjusted to reflect effect of reorganization transaction completed on July 27, 2011 in which Chefs’ Warehouse Holdings, LLC was converted into The Chefs’ Warehouse, Inc. (See Note 1).

Reconciliation of earnings (loss) per common share/unit:


	Fiscal Year Ended
	December 30, 2011		December 24, 2010			December 25, 2009
Numerator:
Net (loss) income attributable to common stockholders	$	7,698	$	(10,678	)	$	2,754

Denominator:
Weighted average basic common shares/units outstanding		17,591,376		21,331,646			22,900,709
Dilutive effect of unvested common shares/units		440,275		—			1,184,270

Weighted average diluted common shares/units outstanding		18,031,651		21,331,646			24,084,979

For fiscal 2010, a weighted average of 741,682 unvested shares/units was not included in fully diluted shares/units outstanding because they would have been anti-dilutive.

Derivatives

12 Months Ended

Dec. 30, 2011

Derivatives [Abstract]

Derivatives

Note 4 – Derivatives

Derivatives are carried as assets or liabilities at their fair values in accordance with ASC 820, “Fair Value Measurements”. The Company has entered into two derivative contracts, neither of which qualifies for hedge accounting. The gains and losses on these instruments due to changes in fair value are recognized in its consolidated statements of operations.

The Company is exposed to certain risks relating to its ongoing business operations. During fiscal 2011, the primary risks we managed using derivative instruments were foreign currency exchange rate risk and variable interest rate risk.

In prior years the Company entered into an interest rate swap agreement to hedge the exposure on its variable rate debt. This agreement expired in January 2011.

In January 2011, the Company entered into a foreign exchange collar contract to hedge its exposure to variability in the Euro/US Dollar exchange rate. This agreement expired in December 2011. As part of its business, the Company regularly imports products from Europe that require payment in Euros. This contract required us to purchase and sell Euros throughout the year to pay for forecasted imports. During fiscal 2011 the collar was used to purchase 3.15 million Euros.

Financial Statement Presentation

The effect of the Company’s derivative instruments on its consolidated statements of operations for the fiscal years ended December 30, 2011, December 24, 2010, and December 25, 2009 was as follows:

Location of

income

(expense)

Fiscal Year Ended

recognized on
derivative

December 30,
2011

December 24,
2010

December 25,
2009

Derivatives not designated as hedging instruments:

Foreign currency collars gain (loss)

Cost of sales

(46

)

—

Interest rate swaps

Gain on fluctuation of interest rate swap

910

658

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6887037&loc=d3e80784-113994

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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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Reference 17: http://www.xbrl.org/2003/role/presentationRef
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Reference 18: http://www.xbrl.org/2003/role/presentationRef
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08.(n))
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Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

+ Details

Fair Value Measurements

12 Months Ended

Dec. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 5 – Fair Value Measurements

The Company accounts for certain assets and liabilities at fair value. The Company categorizes each of its 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:

quoted prices for similar assets in active markets;

quoted prices for identical or similar assets in inactive markets;

inputs other than quoted prices that are observable for the asset; and

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 December 30, 2011 the Company had no assets or liabilities required to be measured at fair value. Its interest rate swap was the only liability the Company had measured at fair value as of December 24, 2010. The interest rate swap was a Level 2 derivative measured at fair value on a recurring basis. As this instrument was not designated as a hedge, the changes in the fair value are reflected in the Company’s consolidated statements of operations. As of December 24, 2010, the Company’s interest rate swap had a fair value of $81 that was reflected in accrued liabilities. Assets acquired as part of business combinations are valued at fair value at the time of acquisition using certain Level 3 inputs.

Fair Value of Financial Instruments

The carrying amounts reported in the Company’s 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 values of the current and former revolving credit facilities and term loans, as applicable, approximated their book values as of December 30, 2011 and December 24, 2010, as these instruments had variable interest rates that reflected current market rates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Acquisitions

12 Months Ended

Dec. 30, 2011

Acquisitions [Abstract]

Acquisitions

Note 6 – 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. Operations are included in the Company’s financial statements from the date of acquisition.

On November 7, 2011, the Company purchased substantially all the assets of Provvista Specialty Foods, Inc. (“Provvista”), including Provvista’s customer list and certain intellectual property. Provvista is a leading specialty foods importer and wholesale distributor located in Portland, Oregon which services the Portland, Oregon and Seattle, Washington metropolitan areas. The purchase price paid to Provvista was approximately $8.8 million. The Company financed the purchase price with borrowings under its current senior secured revolving credit facility. The Company’s consolidated statements of operations reflect $20 of legal fees in operating expenses related to the acquisition. Pro forma financial information with respect to the acquisition of Provvista’s assets is not required to be included in these financial statements since the effects of the acquisition are immaterial. The Company completed a valuation of the tangible and intangible assets of Provvista. These assets were valued at fair value using Level 3 inputs. Goodwill for the Provvista acquisition will be amortized for tax purposes over a period of 15 years. Other intangible assets consist of customer relationships which will be amortized over thirteen years and trademarks which will be amortized over two years. The Company expects to operate under the Provvista name in these new markets.

On June 24, 2011, the Company completed its acquisition of certain of the assets of Harry Wils & Co., a specialty foodservice distribution company headquartered in the New York City metropolitan area. The operations of Harry Wils & Co. were immediately combined with its existing New York operations. The Company financed the purchase price for these assets with borrowings under its former senior secured credit facilities. The Company’s consolidated statements of operations reflect $55 of legal fees in operating expenses related to the acquisition. Pro forma financial information with respect to the acquisition of Harry Wils & Co. is not required to be included in these financial statements since the effects of the acquisition are immaterial. The Company completed a valuation of the intangible assets of Harry Wils & Co. These assets were valued at fair value using Level 3 inputs. Goodwill for the Harry Wils & Co. acquisition will be amortized for tax purposes over a period of 15 years. Other intangible assets consist of customer relationships and will be amortized over 10.5 years.

On June 18, 2010, the Company completed its acquisition of Monique & Me, Inc., doing business as Culinaire Specialty Foods, Inc., based in Miami, Florida.

The table below details the assets and liabilities acquired as part of the acquisitions of Provvista as of November 7, 2011, Harry Wils & Co. as of June 24, 2011 and Monique & Me, Inc. as of June 18, 2010.


	Provvista Specialty Foods, Inc.			Harry Wils & Co.		Monique & Me, Inc.
Current assets	$	3,107		$	1,187	$	1,324
Customer relationships		1,707			2,753		596
Trademarks		300			—		—
Goodwill		4,143			4,968		2,120
Fixed assets		100			—		—
Current liabilities		(508	)		—		(302	)

Purchase price	$	8,849		$	8,908	$	3,738

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Inventory

12 Months Ended

Dec. 30, 2011

Inventory [Abstract]

Inventory

Note 7 – Inventory

Inventory consists of finished product and is recorded on a first-in, first-out basis. Inventory is reflected net of reserves for shrinkage and obsolescence totaling $575 and $570 at December 30, 2011 and December 24, 2010, respectively.

Equipment and Leasehold Improvements

12 Months Ended

Dec. 30, 2011

Equipment and Leasehold Improvements [Abstract]

Equipment and Leasehold Improvements

Note 8 – Equipment and Leasehold Improvements

Plant, equipment and leasehold improvements consisted of the following:


		As of
	Useful Lives	December 30, 2011			December 24, 2010
Machinery and equipment	5 - 10 years	$	5,598		$	5,390
Computers, data processing and other equipment	3-7 years		3,941			2,821
Leasehold improvements	7-15 years		5,622			5,566
Furniture and fixtures	7 years		557			509
Vehicles	5 years		496			507
Other	7 years		85			85
Construction-in-process			956			32

			17,255			14,910
Less: accumulated depreciation and amortization			(11,876	)		(10,682	)

Equipment and leasehold improvements, net		$	5,379		$	4,228

Construction-in-process at December 30, 2011 relates primarily to the build out of our new distribution facility in Miami, Florida. We moved into this facility during the first quarter of fiscal 2012. The total cost of the build out was not materially different from the costs incurred as of December 30, 2011.

During 2011 the Company entered into a capital lease for computer equipment. As of December 30, 2011, the gross value of assets under capital lease totaled $342. The Company recorded depreciation of $28 on these assets during 2011.

Depreciation expense on equipment and leasehold improvements was $1,197, $1,078, and $1,103 for the fiscal years ended December 30, 2011, December 24, 2010, and December 25, 2009, respectively.

Capitalized software is recorded net of accumulated amortization of $1,065 and $883 for the fiscal years ended December 30, 2011 and December 24, 2010, respectively. Depreciation expense on software was $182, $234 and $231 for the fiscal years ended December 30, 2011, December 24, 2010, and December 25, 2009, respectively.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 30, 2011

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

Note 9 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill are presented as follows:


Carrying amount as of December 25, 2009	$	9,359
Goodwill acquired during the year		2,120

Carrying amount as of December 24, 2010		11,479
Goodwill acquired during the year		9,111

Carrying amount as of December 30, 2011	$	20,590

Other intangible assets consist of customer relationships being amortized over a period ranging from six to thirteen years, and trademarks being amortized over a period of two years. Other intangible assets were comprised of the following at December 30, 2011 and December 24, 2010:


	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Amount
Customer Relationships 2011	127 months	$	5,231	$	(391	)	$	4,840
Trademarks 2011	22 months	$	300	$	(25	)	$	275

Total	121 months	$	5,531	$	(416	)	$	5,115

Customer Relationships 2010	84 months	$	771	$	(136	)	$	635
Trademarks 2010	N/A	$	—	$	—		$	—

Total	84 months	$	771	$	(136	)	$	635

Amortization expense for other intangibles was $280, $76 and $34 for the years ended December 31, 2011, December 24, 2010 and December 25, 2009, respectively.

As of December 30, 2011, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:


2012	$	645
2013		601
2014		476
2015		474
2016		468
Thereafter		2,451

Total	$	5,115

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Debt Obligations

12 Months Ended

Dec. 30, 2011

Debt Obligations [Abstract]

Debt Obligations

Note 10 – Debt Obligations

Debt obligations as of December 30, 2011 and December 24, 2010 consisted of the following:


	December 30, 2011			December 24, 2010
Revolving credit facility	$	17,382		$	12,219
Term loan		28,000			73,750
Original issue discount-term loan		—			(2,127	)
Note payable		—			183
Capital lease		315			—
Senior subordinated PIK note		—			15,500

Total debt obligations		45,697			99,525

Less: current installments		(6,107	)		(16,945	)
Total debt obligations excluding current installments	$	39,590		$	82,580

On April 15, 2010, the Company entered into a term loan and revolving credit facility (the “Prior Credit Agreement”). The term loan commitment was in the amount of $7,500, while the revolving credit facility provided the Company with up to $37,500 in borrowing capacity. In line with the redemption of Class A units on October 22, 2010, the $7,500 term note was paid in full and the credit facility was amended to provide the Company with up to $25,000 in revolving borrowing capacity. The Prior Credit Agreement, which was replaced on August 2, 2011 as described below, had a maturity date of October 22, 2013. The outstanding revolver balance as of December 24, 2010 was classified on the balance sheet in accordance with ASC 470, “Debt”. The Prior Credit Agreement contained certain events of default that under certain circumstances could call for the immediate repayment of the outstanding revolver balance. These “subjective acceleration clauses”, in addition to the Prior Credit Agreement requiring full dominion of lockbox receipts, required that the outstanding revolver balance be presented in current portion of long-term debt. Borrowings under the Prior Credit Agreement bore interest, at the Company’s option, at the CB Floating Rate (defined as the Administrative Agent’s prime rate, never to be less than the adjusted one month London Interbank Offered Rate, or LIBOR, plus applicable rate) or LIBOR plus applicable rate. The applicable rate was contingent upon the Company’s leverage ratio. The Prior Credit Agreement also provided for an annual fee of 0.25% of unused commitments. The Prior Credit Agreement contained various covenants that required the maintenance of certain financial ratios, as described in the Prior Credit Agreement, and also contained customary events of default. Balances outstanding on the credit facility were secured against the assets of the Company.

On October 22, 2010, the Company entered into a $75,000 second lien term note (the “Prior Term Loan Agreement”). The Prior Term Loan Agreement required principal payments of $1,250 in 2010, $5,250 in 2011, $6,250 in 2012, $7,000 in 2013 with the balance being paid in 2014. Borrowings under the Prior Term Loan Agreement, which was replaced on August 2, 2011 as described below, bore interest at the Company’s option of ABR Loan (defined as the greater of the Federal funds rate, the adjusted one month LIBOR rate or 3%) plus 8% or LIBOR plus 9%, with LIBOR having a floor of 2%. The Prior Term Loan Agreement contained various covenants that required the maintenance of certain financial ratios, as described in the Prior Term Loan Agreement, and also contained customary events of default. Balances outstanding on the term note were secured by a second lien on trade receivables and inventory, as well as a first lien on all other assets of the Company. This Prior Term Loan Agreement was issued with an OID of $2,250, which is classified with the debt and charged to interest expense, using the effective interest method.

On October 22, 2010, the Company issued $15,000 of unsecured PIK notes (the “PIK Notes”) due October 22, 2014. The PIK Notes, which were replaced on August 2, 2011 as described below, bore interest at 20% and accrued interest every six months. The balance at December 30, 2011 was $15,500, which included accrued interest. The PIK Notes contained various covenants that required the maintenance of certain financial ratios, as described in the note agreement, and customary events of default.

On August 2, 2011, Dairyland, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, The Chefs’ Warehouse of Florida, LLC (each a “Borrower” and collectively, the “Borrowers”), the Company and Chefs’ Warehouse Parent, LLC (together with the Company, the “Guarantors”) entered into a senior secured credit facility (the “Credit Agreement”) with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. (“Chase”), as Administrative Agent, and the other parties thereto.

The Credit Agreement provides for a senior secured term loan facility (the “Term Loan Facility”) in the aggregate amount of up to $30,000 (the loans thereunder, the “Term Loans”) and a senior secured revolving loan facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”) of up to an aggregate amount of $50,000 (the loans thereunder, the “Revolving Credit Loans” and, collectively with the Term Loans, the “Loans”), of which up to $2,000 is available for letters of credit and up to $3,000 is available for short-term borrowings on a swingline basis. The Credit Agreement also provides that the Borrowers may, at their option, increase the aggregate amount of the Revolving Credit Facility in an amount up to $20,000 (but in not less than $10,000 increments) without the consent of any lenders not participating in such increase, subject to certain customary conditions and lenders committing to provide the increase in funding. There can be no assurance that additional funding will become available. Unutilized commitments under the Revolving Credit Facility portion of the Credit Agreement are subject to a per annum fee of 0.375%. A fronting fee of 0.25% per annum is payable on the face amount of each letter of credit issued under the Credit Facilities.

On August 2, 2011, the Borrowers incurred $30,000 in borrowings under the Term Loan Facility of the Credit Agreement to repay existing indebtedness that certain Borrowers and Guarantors were refinancing in connection with the Company’s IPO. The final maturity of the Term Loans is August 2, 2015. Subject to adjustment for prepayments, the Company is required to make monthly principal payments on the Term Loans equal to $500, with the remaining balance due upon maturity.

On August 2, 2011, the Borrowers incurred approximately $14,000 in borrowings under the Revolving Credit Facility portion of the Credit Agreement to repay existing indebtedness that certain Borrowers and Guarantors were refinancing in connection with the Company’s IPO. During the remainder of 2011, borrowings under the Revolving Credit Facility portion of the Credit Agreement were for Capital Expenditures (as defined in the Credit Agreement), Permitted Acquisitions (as defined in the Credit Agreement), working capital and general corporate purposes of the Borrowers. The commitments under the Revolving Credit Facility expire on August 2, 2015 and any Revolving Credit Loans then outstanding will be payable in full at that time.

The Credit Facilities are jointly and severally guaranteed by the Borrowers and the Guarantors, including the Company. In addition, the Credit Agreement is secured pursuant to a Pledge and Security Agreement, dated as of August 2, 2011, by first priority liens on substantially all of the Borrowers’ and each Guarantor’s assets and includes a pledge of the equity interests of each of the Company’s subsidiaries. Borrowings under the Credit Facilities will bear interest at the Company’s option of either (i) the Chase Bank floating rate plus the applicable margin of 0.25% for Revolving Credit Loans or 2.0% for Term Loans or (ii) in the case of Eurodollar Borrowings (as defined in the Credit Agreement), the Adjusted LIBO Rate plus the applicable margin of 2.25% for Revolving Credit Loans or 4.0% for Term Loans. The Chase Bank floating rate means the prime rate of interest announced from time to time by Chase, changing when and as that prime rate changes; provided that such rate shall never be less than the adjusted one month LIBO Rate on such day. The LIBO Rate is the rate for Eurodollar deposits for a period equal to one, two, three, six or nine months (as selected by the Borrowers) appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page of such service), two business days prior to the first day of the applicable interest period.

The Credit Agreement includes negative covenants that limit, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions. The Credit Agreement also includes financial covenants that require (i) the ratio of the Company’s consolidated EBITDA (as defined in the Credit Agreement) minus the unfinanced portion of capital expenditures to the Company’s consolidated Fixed Charges (as defined in the Credit Agreement) on a trailing twelve month basis not be less than 1.15 to 1.00 and (ii) the ratio of the Company’s consolidated total indebtedness to its consolidated EBITDA for the then trailing twelve months be greater than (A) 2.75 to 1.00 for any fiscal month ending in the Company’s 2011 or 2012 fiscal years, (B) 2.50 to 1.00 for any fiscal month ending in the Company’s 2013 fiscal year and (C) 2.25 to 1.00 for any fiscal month ending in the Company’s 2014 fiscal year or thereafter.

The Credit Agreement also contains customary representations and warranties that must be accurate in order for the Borrowers to borrow under the Revolving Credit Facility. In addition, the Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the Credit Facilities to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the Credit Agreement. Lenders holding at least 66 2/3% of the loans and commitments under the Credit Agreement may elect to accelerate the maturity of the loans and/or terminate the commitments under the Credit Agreement upon the occurrence and during the continuation of an event of default.

As of December 30, 2011, the Borrowers and Guarantors were in compliance with all debt covenants under the Credit Agreement and the Company had reserved $120 of the Revolver for the issuance of a letter of credit.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Stockholders Equity

12 Months Ended

Dec. 30, 2011

Stockholders Equity [Abstract]

Stockholders Equity

Note 11 – Stockholders Equity

On July 27, 2011, the Company completed a reorganization in which Chefs’ Warehouse Holdings, LLC was converted into The Chefs’ Warehouse, Inc., a Delaware corporation (the “Conversion”). As part of the Conversion, the Company issued 16,000,000 shares of common stock, and each holder of the Company’s Class B and Class C units received approximately 0.2942 shares of common stock for each unit of membership interest in Chefs’ Warehouse Holdings, LLC owned by them at the time of the Conversion. Of the total number of shares issued in the Conversion, 445,056 shares were restricted shares of the Company’s common stock issued upon conversion of the Company’s Class C units that had not vested as of the date the Company consummated the Conversion.

On August 2, 2011, the Company completed the initial public offering of shares of the Company’s common stock. The Company issued 4,666,667 shares in the offering, and existing stockholders sold an additional 5,683,333 shares, including 1,350,000 shares sold to the underwriters to cover over-allotments. The Company received net proceeds from the offering of approximately $63,279 (after the payment of underwriter discounts and commissions and offering expenses) that have been used, together with borrowings under the Credit Agreement, to repay all of the Company’s loans outstanding under the Company’s previous debt instruments, including any accrued and unpaid interest, call premiums and unamortized OID.

Equity Incentive Plan

The Company has adopted the 2011 Omnibus Equity Incentive Plan (the “Equity Plan”). The purpose of the Equity Plan is to promote the interests of the Company and its stockholders by (i) attracting and retaining key officers, employees and directors; (ii) motivating such individuals by means of performance related incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial success of the Company; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their compensation to the long-term interests of the Company and its stockholders.

The Equity Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors and allows for the issuance of stock options, stock appreciation rights (‘SARs”), restricted share awards (“RSAs”), restricted share units, performance awards, or other stock-based awards. Stock option exercise prices are fixed by the Committee but shall not be less than the fair market value of a common share on the date of the grant of the option, except in the case of substitute awards. Similarly, the grant price of an SAR may not be less than the fair market value of a common share on the date of the grant. The Committee will determine the expiration date of each stock option and SAR, but in no case shall the stock option or SAR be exercisable after the expiration of ten years from the date of the grant. The Company plans to issue new shares upon exercise of any stock options. The Equity Plan provided 1,750,000 shares available for grant, of which no more than 1,000,000 could be for Incentive Stock Options. As of December 30, 2011 there were 1,537,682 shares available for grant.

On August 2, 2011, the Company granted RSAs totaling 206,666 shares to two employees. The awards were valued at $18.01 per share, representing the closing price of the Company’s stock on August 2, 2011. Fifty percent of the awards (103,333 shares) vested immediately resulting in a compensation charge of $1,861 and the remainder of the awards, a total of 103,333 shares, will vest in equal amounts on each of the next four anniversary dates of the grant of which $193 was recognized as compensation expense during fiscal 2011. The employees surrendered 38,395 of the shares that vested on August 2, 2011 to the Company to satisfy their payroll tax liabilities with respect to the portion of the award that vested immediately.

On November 2, 2011, the Company granted RSAs totaling 5,652 shares to its four independent directors which vest on the date of the first annual stockholders’ meeting. These shares were valued at $14.30 each (the closing price of our common stock on November 2, 2011). For fiscal 2011 the Company recognized $43 in non-cash compensation related to these grants. The remaining value of these shares, $38, will be recognized as expense during the first and second quarters of fiscal 2012.

The Company has not issued any type of equity award other than RSAs under the Equity Plan.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph d

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
-Section B
-Paragraph 7, 11A
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Number 5
-Paragraph 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
-Section 02
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770

+ Details

Leases

12 Months Ended

Dec. 30, 2011

Leases [Abstract]

Leases

Note 12 – Leases

The Company leases various warehouse and office facilities and certain vehicles and equipment under long-term operating lease agreements that expire at various dates, with related parties and with others. See Note 15 for additional discussion of related party transactions. The Company records operating lease costs, including any determinable rent increases, on a straight-line basis over the lease term. As of December 30, 2011, the Company is obligated under non-cancelable operating lease agreements to make future minimum lease payments as follows:


	Related Party Real Estate		Third Party Real Estate		Third Party Vehicles		Third Party Other		Total
2012	$	1,671	$	1,929	$	3,393	$	566	$	7,559
2013		1,729		1,440		2,850		414		6,433
2014		1,663		1,341		2,376		185		5,565
2015		—		1,359		1,695		—		3,054
2016		—		797		1,399		—		2,196
Thereafter		—		916		1,914		—		2,830

Total minimum lease payments	$	5,063	$	7,782	$	13,627	$	1,165	$	27,637

Total rent expense for operating leases for the years ended December 30, 2011, December 24, 2010 and December 25, 2009 was $8,634, $7,241 and $7,066, respectively. One of the Company’s subsidiaries, Dairyland USA Corporation, subleases one of its distribution centers from an entity controlled by the Company’s founders, The Chefs’ Warehouse Leasing Co., LLC. The Chefs’ Warehouse Leasing Co., LLC leases the distribution center from the New York City Industrial Development Agency. In connection with this sublease arrangement, Dairyland USA Corporation and two of the Company’s other subsidiaries are required to act as guarantors of The Chefs’ Warehouse Leasing Co., LLC’s mortgage obligation on the distribution center. The mortgage payoff date is December 2029 and the potential obligation under this guarantee totaled $11.2 million at December 30, 2011. The Chefs’ Warehouse Leasing Co., LLC has the ability to opt out of its lease agreement with the New York City Industrial Development Agency by giving 60 days’ notice. This action would cause the concurrent reduction in the term of the sublease with Dairyland USA Corporation to December 2014. On July 1, 2005, the Company entered into a Consent and Conditional Release Agreement releasing the entity guarantors from their respective obligations under the entity guarantees. As of December 30, 2011, the Company was in compliance with the conditions of the release.

- Definition

The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.

+ References + Details

Income Taxes

12 Months Ended

Dec. 30, 2011

Income Taxes [Abstract]

Income Taxes

Note 13 – Income Taxes

The provision for income taxes consists of the following for the years ended December 30, 2011, December 24, 2010, and December 25, 2009:


	December 30, 2011		December 24, 2010			December 25, 2009
Current income tax expense (benefit)	$		$			$
Federal		3,392		4,035			1,908
State		1,047		1,002			(64	)

Total current income tax expense		4,439		5,037			1,844

Deferred income tax expense (benefit)
Federal		877		(1,983	)		316
State		287		(487	)		53

Total deferred income tax expense (benefit)		1,164		(2,470	)		369

Total income tax expense	$	5,603	$	2,567		$	2,213

The income tax expense differed from the total statutory income tax expense as computed by applying the statutory federal income tax rate to income before taxes. The reasons for the differences for the years ended December 30, 2011, December 24, 2010, and December 25, 2009 are set forth and quantified as follows:


	December 30, 2011		December 24, 2010			December 25, 2009
Statutory U.S. Federal tax	$	4,522	$	6,270		$	3,799
Differences due to:
Non-taxable operating results		—		(1,792	)		(987	)
Other permanent differences		111		114			78
State and local taxes, net of federal benefit		880		548			419
Change to C-Corp status		—		(2,744	)		—
Change in prior year tax estimate		—		411			(966	)
Other, net		90		(240	)		(130	)

	$	5,603	$	2,567		$	2,213

Deferred tax assets and liabilities at December 30, 2011 and December 24, 2010 consist of the following:


	December 30, 2011			December 24, 2010
Current deferred tax assets:
Receivables and inventory	$	1,832		$	1,562
Unrealized loss on swap		—			35
Paid time off accrual		274			325
Other		54			224

Current deferred tax assets		2,160			2,146
Current deferred tax liabilities:
Deduction of prepaid expenses		(702	)		(495	)
Other		(10	)

Current deferred taxes, net	$	1,448		$	1,651

Non-current deferred tax assets:
Goodwill	$	1,424		$	2,263
Rent accrual		485			629
Reserve on deposits		—			—
Other		4			25

Non-current deferred tax asset		1,913			2,917
Non-current deferred tax liabilities:
Property & equipment		(512	)		(555	)

Non-current deferred tax liabilities		(512	)		(555	)

Non-current deferred tax asset, net	$	1,401		$	2,362

The deferred tax provision results from the effects of net changes during the year in deferred tax assets and liabilities arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company files income tax returns in the U.S. Federal and various state and local jurisdictions. For Federal income tax purposes, the 2008 through 2011 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations and the fact that we have not yet filed our tax return for 2011. For state tax purposes, the 2008 through 2011 tax years remain open for examination by the tax authorities under a four-year statute of limitations. The Company records interest and penalties, if any, in income tax expense.

At December 30, 2011 and December 24, 2010, the Company had no uncertain tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Employee Benefit Plans

12 Months Ended

Dec. 30, 2011

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 14 – Employee Benefit Plans

Employee Tax-Deferred Savings Plan

The Company offers the 401(k) Plan to all full-time employees that provides for tax-deferred salary deductions for eligible employees. Employees may choose to make voluntary contributions of their annual compensation to the 401(k) Plan, limited to an annual maximum amount as set periodically by the Internal Revenue Service. Beginning in 2011, the Company provided discretionary matching contributions equal to 50 percent of the employee’s contribution amount, up to a maximum of six percent of the employee’s annual salary. Matching contributions begin vesting after two years and are fully vested after six years. Employee contributions are fully vested when made. Under the 401(k) Plan there is no option available to the employee to receive or purchase the Company’s common stock. Matching contributions under the 401(k) Plan were $300 for fiscal 2011.

Related Parties

12 Months Ended

Dec. 30, 2011

Related Parties [Abstract]

Related Parties

Note 15 – Related Parties

The Company leases two warehouse facilities from related parties. These facilities are owned by entities owned 100% by Christopher Pappas, John Pappas and Dean Facatselis and are deemed to be affiliates of these individuals. Expense related to the above facilities was $1,537 for each of the years ended December 30, 2011, December 24, 2010, and December 25, 2009.

One of our non-employee directors, Stephen Hanson, is the President and a 50% owner of a New York City-based multi-concept restaurant operator holding company. Certain subsidiaries of this holding company are customers of the Company and its subsidiaries that purchased an aggregate of approximately $2.8 million of products from us during fiscal 2011. Terms provided to these customers were determined in the ordinary course of business, at arm’s length and materially consistent with those of other customers with similar volumes and purchasing patterns.

Each of Christopher Pappas, John Pappas and Dean Facatselis owns 8.33% of a New York City-based restaurant customer of the Company and its subsidiaries that purchased an aggregate of approximately $238,000 of products from us during fiscal 2011. Messrs. C. Pappas, J. Pappas and Facatselis have no other interest in the restaurant other than these equal interests and are not involved in the day-to-day operation or management of this restaurant. Terms provided to this customer were determined in the ordinary course of business, at arm’s length and materially consistent with those of other customers with similar volumes and purchasing patterns.

John Pappas’s brother-in-law, Constantine Papataros, is one of our employees. We paid him $182,347 in total compensation in fiscal 2011.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

+ Details

Product Information

12 Months Ended

Dec. 30, 2011

Product Information [Abstract]

Product Information

Note 16 – Product Information

The Company offers a full line of products to its customers. The sales mix for the principal product categories for each of the 2011, 2010 and 2009 fiscal years is as follows:


	December 30, 2011		December 24, 2010		December 25, 2009
Dry Goods	$	106,859	$	86,413	$	70,456
Center of Plate		77,175		70,655		57,969
Cheeses		61,238		49,283		40,764
Pastries and other Bakery Products		53,851		44,259		37,162
Oils and Vinegars		47,485		39,065		34,216
Dairy Products		44,215		33,290		25,334
Kitchen Supplies		9,809		7,153		5,171

Total	$	400,632	$	330,118	$	271,072

Valuation Reserves

12 Months Ended

Dec. 30, 2011

Valuation Reserves [Abstract]

Valuation Reserves

Note 17 – Valuation Reserves

A summary of the activity in the allowance for doubtful accounts appears below:


	December 30, 2011			December 24, 2010			December 25, 2009
Balance at beginning of period	$	2,400		$	2,150		$	1,800
Charged to costs and expenses		1,189			1,042			1,477
Customer accounts written off, net of recoveries		(689	)		(792	)		(1,127	)

Balance at end of period	$	2,900		$	2,400		$	2,150

A summary of activity in the inventory valuation reserve appears below:


	December 30, 2011			December 24, 2010			December 25, 2009
Balance at beginning of period	$	570		$	525		$	575
Charged to costs and expenses		1,460			1,191			1,046
Inventory written off		(1,455	)		(1,146	)		(1,096	)

Balance at end of period	$	575		$	570		$	525

Quarterly Results (unaudited)

12 Months Ended

Dec. 30, 2011

Quarterly Results [Abstract]

Quarterly Results (unaudited)

Note 18 – Quarterly Results (unaudited)

The quarterly results of the Company for the years ended December 30, 2011 and December 24, 2010 are as follows:


	March 25, 2011		June 24, 2011		Sept. 23, 2011			Dec. 30, 2011
Revenue	$	83,183	$	99,255	$	101,681		$	116,513
Gross profit		22,035		26,255		26,630			31,014
Operating profit		5,059		7,704		5,340			9,696
Income (loss) before income taxes		1,687		4,361		(1,909	)		9,165
Net income (loss)		1,020		2,653		(1,185	)		5,210
Net income (loss) attributable to common stockholders		1,020		2,653		(1,185	)		5,210
Basic net income (loss) per share		0.07		0.17		(0.06	)		0.25
Diluted net income (loss) per share		0.06		0.17		(0.06	)		0.25


	March 26, 2010		June 25, 2010		Sept. 24, 2010		Dec. 24, 2010
Revenue	$	70,000	$	83,613	$	84,928	$	91,576
Gross profit		17,983		21,943		22,063		23,789
Operating profit		3,030		5,603		6,253		6,684
Income before income taxes		2,586		5,339		6,009		4,507
Net income		1,536		4,289		4,409		5,640
Net income attributable to common stockholders		356		3,109		3,087		(17,230	)
Basic net income (loss) per share		0.02		0.14		0.14		(0.98	)
Diluted net income (loss) per share		0.02		0.13		0.13		(0.98	)

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details