|
Document and Entity Information
|
6 Months Ended | |
|---|---|---|
|
Jun. 24, 2011
|
Sep. 09, 2011
|
|
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | Chefs' Warehouse, Inc. | |
| Entity Central Index Key | 0001517175 | |
| Document Type | 10-Q | |
| Document Period End Date | Jun. 24, 2011 | |
| Amendment Flag | false | |
| Document Fiscal Year Focus | 2011 | |
| Document Fiscal Period Focus | Q2 | |
| Current Fiscal Year End Date | --12-24 | |
| Entity Well-known Seasoned Issuer | No | |
| Entity Voluntary Filers | No | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 20,834,938 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
|
| X | ||||||||||
|
- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
|
| X | ||||||||||
|
- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
|
| X | ||||||||||
|
- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
|
| X | ||||||||||
|
- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
|
| X | ||||||||||
|
- Definition
The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type is limited to the same value as the supporting SEC submission type, minus any "/A" suffix. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, 497, NCSR, N-CSR, N-CSRS, N-Q, 10-KT, 10-QT, 20-FT, POS AM and Other. No definition available.
|
| X | ||||||||||
|
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Indicate number of shares outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [Member] onto the Instrument [Domain] of the Entity Listings, Instrument No definition available.
|
| X | ||||||||||
|
- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
|
| X | ||||||||||
|
- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
|
| X | ||||||||||
|
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
|
| X | ||||||||||
|
- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The total amount of long-term liability charges that are being deferred beyond one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The current portion of the aggregate tax effects as of the balance sheet date of all future tax deductions arising from temporary differences between tax basis and generally accepted accounting principles basis recognition of assets, liabilities, revenues and expenses, which can only be deducted for tax purposes when permitted under enacted tax laws; after deducting the allocated valuation allowance, if any, to reduce such amount to net realizable value. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, are classified according to the expected reversal date of the temporary difference. An unrecognized tax benefit that is directly related to a position taken in a tax year that results in a net operating loss carryforward is presented as a reduction of the related deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The noncurrent portion as of the balance sheet date of the aggregate carrying amount of all future tax deductions arising from temporary differences between tax basis and generally accepted accounting principles basis recognition of assets, liabilities, revenues and expenses, which can only be deducted for tax purposes when permitted under enacted tax laws; after the valuation allowance, if any, to reduce such amount to net realizable value. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. A deferred tax liability or asset that is not related to an asset or liability for financial reporting, including deferred tax assets related to carryforwards, is classified according to the expected reversal date of the temporary difference. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Total of the portions of the carrying amounts as of the balance sheet date of long-term debt, which may include notes payable, bonds payable, debentures, mortgage loans, and commercial paper, which are scheduled to be repaid within one year or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the carrying values as of the balance sheet date of all long-term debt, which is debt initially having maturities due after one year from the balance sheet date or beyond the operating cycle, if longer, but excluding the portions thereof scheduled to be repaid within one year (current maturities) or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The total of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer, and the aggregate carrying amount of current assets, as of the balance sheet date, not separately presented elsewhere in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified |
Jun. 24, 2011
|
Dec. 24, 2010
|
|---|---|---|
| Current assets: | ||
| Allowance for accounts receivable | $ 2,575 | $ 2,400 |
| Stockholders' deficit: | ||
| 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 | 100,000,000 |
| Common stock, shares issued | 16,000,000 | 16,000,000 |
| Common stock, shares outstanding | 16,000,000 | 16,000,000 |
| X | ||||||||||
|
- Definition
A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Shares outstanding equals shares issued minus shares held in treasury and other adjustments, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
|
Jun. 24, 2011
|
Jun. 25, 2010
|
Jun. 24, 2011
|
Jun. 25, 2010
|
|
| Consolidated Statements of Operations [Abstract] | ||||
| Net revenues | $ 99,255 | $ 83,613 | $ 182,438 | $ 153,614 |
| Cost of sales | 73,000 | 61,670 | 134,148 | 113,687 |
| Gross profit | 26,255 | 21,943 | 48,290 | 39,927 |
| Operating expenses | 18,551 | 16,340 | 35,530 | 31,293 |
| Operating profit | 7,704 | 5,603 | 12,760 | 8,634 |
| Interest expense | 3,343 | 512 | 6,793 | 1,139 |
| Unrealized gain on interest rate swap | (248) | (81) | (430) | |
| Other | 3 | |||
| Income before income taxes | 4,361 | 5,339 | 6,045 | 7,925 |
| Provision for income taxes | 1,708 | 1,050 | 2,372 | 2,100 |
| Net income | 2,653 | 4,289 | 3,673 | 5,825 |
| Deemed dividend accretion on Class A members' units | (1,180) | (2,360) | ||
| Net income attributable to common stockholders | $ 2,653 | $ 3,109 | $ 3,673 | $ 3,465 |
| Net income per share to common stockholders | ||||
| Basic | $ 0.17 | $ 0.14 | $ 0.24 | $ 0.15 |
| Diluted | $ 0.17 | $ 0.13 | $ 0.23 | $ 0.15 |
| Weighted average shares outstanding | ||||
| Basic | 15,489,100 | 22,524,424 | 15,472,461 | 22,528,170 |
| Diluted | 16,000,000 | 23,356,827 | 16,000,000 | 23,377,172 |
| X | ||||||||||
|
- Definition
The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the period, which was recognized in earnings, in the unrealized gains or losses on derivative instruments that are not or are no longer designated as hedging instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
|
| X | ||||||||||
|
- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
|
| X | ||||||||||
|
- Definition
The net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders. No definition available.
|
| X | ||||||||||
|
- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Accretion of Class A units No definition available.
|
| X | ||||||||||
|
- Definition
Deferred credits No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The component of interest expense representing the noncash expenses charged against earnings in the period to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate caption: Noncash Interest Expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The component of interest expense comprised of the periodic charge against earnings over the life of the financing arrangement to which such costs relate. Alternate captions include Noncash Interest Expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in cash and cash equivalents. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The component of income tax expense for the period representing the increase (decrease) in the entity's deferred tax assets and liabilities pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The gains (losses) included in earnings resulting from the sale or disposal of tangible assets. This item does not include any gain (loss) recognized on the sale of oil and gas property or timber property. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate impact of foreign currency derivatives on earnings for the period. Includes impact of foreign currency cash flow hedge ineffectiveness and the ineffectiveness of fair value hedging derivatives and full change in fair value of the foreign currency derivatives not designated as hedging instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in receivables to be collected from other entities that could exert significant influence over the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the period, which was recognized in earnings, in the unrealized gains or losses on derivative instruments that are not or are no longer designated as hedging instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in other assets used in operating activities not separately disclosed in the statement of cash flows. May include changes in other current assets, other noncurrent assets, or a combination of other current and noncurrent assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets,or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Decrease for amounts repaid on the credit facility for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Increase for additional borrowings on the credit facility during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Interest paid other than in cash for example by issuing additional debt securities. As a noncash item, it is added to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow to reacquire other equity not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow from the distribution of an entity's earnings in the form of dividends to common shareholders. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for purchases of and capital improvements on property, plant and equipment (capital expenditures), software, and other intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. No definition available.
|
| X | ||||||||||
|
- Definition
The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of the current period expense charged against operations, the offset which is generally to the allowance for doubtful accounts for the purpose of reducing receivables, including notes receivable, to an amount that approximates their net realizable value (the amount expected to be collected). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Operations and Basis of Presentation
|
6 Months Ended |
|---|---|
|
Jun. 24, 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 Chefs’ Warehouse Holdings, LLC,
the predecessor of The Chefs’ Warehouse, Inc., and its wholly-owned subsidiaries. Our quarterly
periods end on the thirteenth Friday of each quarter. The Company operates in one segment, food
product distribution, which is concentrated on the East and West Coasts of the United States. Our
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, we 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 reorganization we issued 16,000,000 shares of common stock. Each holder of our 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 reorganization transaction, 445,056 shares were restricted
shares of our common stock issued upon conversion of our Class C units that had not vested as of
the date we consummated the reorganization transaction. The effects of this reorganization on our
equity 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 $63,100 (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, call
premiums and unamortized original issue discount (“OID”).
At August 2, 2011, the closing date of the IPO, the Company had a total of 20,666,667 shares of its
common stock issued and outstanding.
Consolidation of Ownership
On October 22, 2010, the Company redeemed all of its authorized and outstanding Class A units
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 the Company’s limited liability company agreement 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.
Unaudited Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements and the related interim
information contained within the notes to such condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) and the applicable rules of the Securities and Exchange Commission (“SEC”) for
interim information and quarterly reports on Form 10-Q. Accordingly, they do not include all the
information and disclosures required by GAAP for complete financial statements. These unaudited
condensed consolidated financial statements and related notes should be read in conjunction with
the consolidated financial statements and notes for the fiscal year ended December 24, 2010 filed
as part of the Company’s Registration Statement on Form S-1 (Registration No. 333-173445), which
was declared effective July 27, 2011 (See Note 11).
The unaudited condensed consolidated financial statements appearing in this Form 10-Q have been
prepared on the same basis as the audited consolidated financial statements included in the
Company’s prospectus as filed with the SEC on July 28, 2011 and in the opinion of management
include all normal recurring adjustments that are necessary for the fair statement of the Company’s
interim period results. The year-end condensed consolidated balance sheet data was derived from
audited financial
statements but does not include all disclosures required by GAAP. Due to seasonal
fluctuations and other factors, the results of operations for the 13 weeks and 26 weeks ended June
24, 2011 are not necessarily indicative of the results to be expected for the full year.
The preparation of financial statements in conformity with GAAP requires management to make
significant estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual results could differ
from management’s estimates.
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 and Nevada; and The Chefs’ Warehouse of Florida, LLC,
a Delaware limited liability company engaged in a business similar to Dairyland, primarily in
southern Florida. All significant intercompany accounts and transactions have been eliminated.
Recently Issued Financial Accounting Standards
Business Combinations. In December 2010, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2010-29, “Disclosure of Supplementary Pro Forma
Information for Business Combinations”. This statement requires a public entity to disclose pro
forma information for business combinations that occurred in the current reporting period. The
disclosures include pro forma revenue and earnings of the combined entity for the current reporting
period as though the acquisition date for all business combinations that occurred during the year
had been as of the beginning of the annual reporting period. If comparative financial statements
are presented, the pro forma revenue and earnings of the combined entity for the comparable prior
reporting period should be reported as though the acquisition date for all business combinations
that occurred during the current year had been as of the beginning of the comparable prior annual
reporting period. ASU 2010-29 is effective for business combinations in which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after December
10, 2010. Our acquisition of Harry Wils & Co. (“Harry Wils & Co.”) in the second quarter of fiscal
year 2011 was not material and, accordingly, stand alone financial statements for Harry Wils & Co.
and pro forma financial statements giving effect to the acquisition are not required to be included
in this Form 10-Q.
Fair Value Measurements. In May 2011, FASB issued ASU 2011-04, “Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in 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 our financial statements.
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 is not
expected to have a material effect on our financial condition or results of operations.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Earnings Per Share
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 24, 2011
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share |
Note 2 — Earnings Per Share
Net income per unit is presented by combining all classes of units. In the event a dividend is
paid on Class B members’ units, holders of all outstanding Class A units are entitled to a
proportionate share of any such dividend. For all periods presented, dividends attributable to
holders of Class A units were cumulative. Basic net income per unit attributable to Class A, Class
B
and vested Class C members’ units is computed by dividing the net income attributable to
members by the weighted average number of members’ units outstanding during the period. Diluted net
income per unit attributable to Class A, Class B and Class C members’ units is computed by using
the weighted average number of members’ units outstanding, including unvested Class C members’
units which were converted into shares of the Company’s common stock upon consummation of the
Conversion.
The following table sets forth the computation of basic and diluted earnings per unit/share:
Reconciliation of earnings per share:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Derivatives
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 24, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivatives [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivatives |
Note 3 — Derivatives
Derivatives are carried as assets or liabilities at their fair values in accordance with
Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements”. The Company has entered
into two derivative contracts, neither of which qualified for hedge accounting. The gains and
losses on these instruments due to changes in fair value are recognized in our condensed
consolidated statements of operations.
We are exposed to certain risks relating to our ongoing business operations. During the 13 weeks
and 26 weeks ended June 24, 2011, the primary risks we managed using derivative instruments were
foreign currency exchange rate risk and variable interest rate risk.
In prior years we had entered into an interest rate swap agreement to hedge the exposure on our
variable rate debt. This agreement expired in January 2011.
In January 2011, we entered into a foreign exchange collar contract to hedge our exposure to
variability in the Euro/US Dollar exchange rate. As part of our business, we regularly import
products from Europe that require payment in Euros. This
contract potentially requires us to purchase and sell Euros throughout the year to pay for
forecasted imports. During the 13 weeks and 26 weeks ended June 24, 2011, the collar was used to
purchase 875,000 Euros.
Financial Statement Presentation
The effect of our derivative instruments on our condensed consolidated statements of operations for
the 13 weeks and 26 weeks ended June 24, 2011 and June 25, 2010 was as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Fair Value Measurements
|
6 Months Ended | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 24, 2011
|
||||||||||||||||||||
| Fair Value Measurements [Abstract] | ||||||||||||||||||||
| Fair Value Measurements |
Note 4 — Fair Value Measurements
We account for certain assets and liabilities at fair value. We categorize each of our fair
value measurements in one of the following three levels based on the lowest level input that is
significant to the fair value measurement in its entirety:
Level 1 — Inputs to the valuation methodology are unadjusted quoted prices in active markets
for identical assets.
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and
liabilities include the following:
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 June 24, 2011 and December 24, 2010, our only assets and liabilities measured at fair value
were our foreign exchange collars and our interest rate swaps. Both of these items are Level 2
derivatives that are measured at fair value on a recurring basis. As these instruments are not
designated as hedges, the changes in the fair value are reflected in our condensed consolidated
statements of operations. As of June 24, 2011 and December 24, 2010, our foreign exchange collar
had a positive fair value of $289 and $0, respectively, which was reflected in prepaid expenses and other
current assets. As of December 24, 2010, our interest rate swap had a negative fair value of $81 that was
reflected in accrued liabilities.
Fair Value of Financial Instruments
The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable,
accounts payable and accrued liabilities approximate fair value due to the immediate to short-term
maturity of these financial instruments. The fair values of the revolving credit facility and term
loan approximated their book values as of June 24, 2011 and December 24, 2010, as these instruments
had variable interest rates that reflected current market rates. The book value of our PIK note
also approximated fair value at June 24, 2011 and December 24, 2010 due to the fact that the note
was less than one year old. Assets acquired as part of business combinations are valued at fair value at the time of acquisition. The Company has
chosen not to measure its non-financial assets and liabilities at fair value.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Acquisitions
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 24, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions |
Note 5 — Acquisitions
We account for acquisitions in accordance with Accounting Standards Codification (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.
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 our existing New York
operations. We financed the purchase price for these assets with borrowings under our
then-existing senior secured credit facilities. Our condensed consolidated statements of
operations reflect $55 of legal fees in operating expenses related to the acquisition. Stand alone
and pro forma financial information with respect to the acquisition of Harry Wils & Co. is not
required to be included in these financial statements. We are performing a formal valuation of the
intangible assets of Harry Wils & Co. As of the date of this report, this valuation has not been
completed. The financial statements reflect our preliminary estimate of the valuation of the
goodwill and intangible assets we acquired in the
transaction. These assets were valued at fair value using level 3 inputs. As the valuation is not
complete, there may be adjustments to the goodwill and intangible assets other than goodwill
initially recorded by the Company. Goodwill for the Harry Wils & Co. acquisition will be deducted
for tax purposes over a period of 15 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
Harry Wils & Co. as of June 24, 2011 and Monique & Me, Inc. as of June 18, 2010.
The following table summarizes the changes in goodwill and other intangible assets during the
current fiscal year:
Amortization expense of intangible assets other than goodwill is expected to be $243, $353,
$345, $345, and $343 for fiscal 2011, 2012, 2013, 2014, and 2015 respectively.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
|
- 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). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Inventory
|
6 Months Ended |
|---|---|
|
Jun. 24, 2011
|
|
| Inventory [Abstract] | |
| Inventory |
Note 6 — 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 $625 and $570 at
June 24, 2011 and December 24, 2010, respectively.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Equipment and Leasehold Improvements
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 24, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equipment and Leasehold Improvements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equipment and Leasehold Improvements |
Note 7 — Equipment and Leasehold Improvements
Plant, equipment and leasehold improvements consisted of the following:
Depreciation expense on equipment and leasehold improvements was $299 and $284 for the 13
weeks ended June 24, 2011 and June 25, 2010, respectively, and $569 and $543 for the 26 weeks ended
June 24, 2011 and June 25, 2010, respectively.
Capitalized software is recorded net of $975 of accumulated amortization. Depreciation expense on
software was $41 and $64 for the 13 weeks ended June 24, 2011 and June 25, 2010, respectively, and
$92 and $120 for the 26 weeks ended June 24, 2011 and June 25, 2010, respectively.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Definition
Equipment and Leasehold Improvements No definition available.
|
| X | ||||||||||
|
- Details
|
|
Debt Obligations
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 24, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Obligations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Obligations |
Note 8 — Debt Obligations
Debt obligations as of June 24, 2011 and December 24, 2010 consisted of the following:
Credit Facility
On April 15, 2010, the Company entered into a term loan and revolving credit facility (the
“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 Credit Agreement, which was replaced on August 2, 2011 as described in Note 11 below,
had a maturity date of October 22, 2013. The outstanding revolver balance as of June 24, 2011 is
classified on the balance sheet in accordance with ASC 470, “Debt”. The 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
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 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. As of June 24, 2011, the CB Floating applicable
rate was 3.4% and the LIBOR applicable rate was 4.5%. The Credit Agreement also provided for an
annual fee of 0.25% of unused commitments. The Credit Agreement contained various covenants that
required the maintenance of certain financial ratios, as described in the Credit Agreement, and
also contained customary events of default. Balances outstanding on the credit facility were
secured against the assets of the Company.
Term Debt
On October 22, 2010, the Company entered into a $75,000 second lien term note (the “Term Loan
Agreement”). This 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 Term Loan Agreement, which was replaced on August 2, 2011 as described in Note
11 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 Term Loan Agreement contained various covenants that required the maintenance of
certain financial ratios, as described in the 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
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.
Senior Subordinated Debt
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 in Note 11
below, bore interest at 20% and accrued interest every six months. The balance at June 24, 2011 was
$17,050, which includes 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.
The Company is in compliance with all debt covenants and subsequent to the balance sheet date each
of the debt instruments described above were paid in full (See Note 11).
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Income Taxes
|
6 Months Ended |
|---|---|
|
Jun. 24, 2011
|
|
| Income Taxes [Abstract] | |
| Income Taxes |
Note 9 — Income Taxes
For fiscal year 2011, prior to the consummation of the Conversion, the Company and all of its
subsidiaries elected to be taxed as a “C” corporation. Following consummation of the Conversion,
the Company is a “C” corporation. For fiscal year 2010, certain subsidiaries of the Company were
taxed as a “C” corporation. As part of the Class A unit redemption that occurred on October 22,
2010, the remaining subsidiaries of the Company elected to be taxed as a “C” corporation. These
subsidiaries were taxed as a partnership for the first ten months of fiscal 2010, and then as a “C”
corporation for the last two months of fiscal 2010. The income of the partnership is subject to
tax at the limited liability company member level, with the exception of certain unincorporated
business taxes.
At June 24, 2011 and December 24, 2010, the Company had no uncertain tax positions.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Related Parties
|
6 Months Ended |
|---|---|
|
Jun. 24, 2011
|
|
| Related Parties [Abstract] | |
| Related Parties |
Note 10 — Related Parties
The Company leases two warehouse facilities from related parties. These facilities are 100%
owned by entities controlled by certain of the Company’s stockholders and are deemed to be
affiliates. One of the facilities is a distribution facility leased by Dairyland USA Corporation
from 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 conditional 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 $11,500 at June 24, 2011. On July 1, 2005 the Company
entered into a consent and release agreement with the mortgagee in which the entity guarantors were
conditionally released from their respective obligations. The Company and the entity guarantors
continue to be in compliance with the specified conditions. 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.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Subsequent Events
|
6 Months Ended |
|---|---|
|
Jun. 24, 2011
|
|
| Subsequent Events [Abstract] | |
| Subsequent Events |
Note 11 — Subsequent Events
On July 27, 2011, we completed a reorganization in which Chefs’ Warehouse Holdings, LLC was
converted into The Chefs’ Warehouse, Inc., a Delaware corporation. As part of the reorganization,
we issued 16,000,000 shares of common stock, and each holder of our 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 reorganization transaction, 445,056 shares were restricted shares of our common stock
issued upon conversion of our Class C units that had not vested as of the date we consummated the
reorganization transaction.
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 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 $63,100 (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 the Credit Agreement, Term Loan Agreement, and the PIK Notes, including any accrued and
unpaid interest, call premiums and unamortized OID.
At August 2, 2011, the closing date of the IPO, the Company had a total of 20,666,667 common shares
issued and outstanding.
On August 2, 2011, we entered into a new senior secured credit facility. The new facility provides
for a four-year, $30,000 term loan facility and a four-year, $50,000 revolving credit facility,
both maturing in 2015.
On August 2, 2011, the Company granted a total of 206,666 restricted share awards to two of its
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
and will result in a charge to earnings of approximately $1,900 in August 2011. The remainder of
the awards will vest in equal amounts on each of the next four anniversary dates of the grant.
On August 2, 2011, the Company filed a Form S-8 with the SEC, registering 1,750,000 shares of
common stock for the 2011 Omnibus Equity Incentive Plan (the “Plan”). The purpose of the 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.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
|