##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 24, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 001-35249
 THE CHEFS WAREHOUSE, INC.
  Delaware
    
    20-3031526(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 100 East Ridge Road 
Ridgefield, Connecticut
    
    06877(Address of principal executive offices)
    
    (Zip Code)
 (203) 894-1345
 o þ
 o o
  Large accelerated filer o
    

Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



THE CHEFS WAREHOUSE, INC.
FORM 10-Q
 Table of Contents
 PagePART I. FINANCIAL INFORMATIONItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance Sheets at June 24, 2011 and December 24, 2010
    
    
    4Condensed Consolidated Statements of Operations for the 13 weeks ended June 24, 2011
and June 25, 2010
    
    
    5Condensed Consolidated Statements of Operations for the 26 weeks ended June 24, 2011
and June 25, 2010
    
    
    6Condensed Consolidated Statements of Cash Flows for the 26 weeks ended June 24, 2011
and June 25, 2010
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3. Defaults Upon Senior Securities
    
    
    30Item 4. [Removed and Reserved]Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    31Signature
    
    
    32EX-31.1EX-31.2EX-32.1EX-32.2
  2




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CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
  3




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##### Table of Contents



ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 THE CHEFS WAREHOUSE, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 24,2011
    
    
    December 24,(UNAUDITED)
    
    
    2010(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,419
    
    
    $
    1,978Accounts receivable, net of allowance of $2,575 in 2011 and $2,400 in 2010
    
    
    40,484
    
    
    
    36,200Inventories, net
    
    
    19,312
    
    
    
    16,441Deferred taxes, net
    
    
    1,738
    
    
    
    1,651Prepaid expenses and other current assets
    
    
    2,363
    
    
    
    3,608Total current assets
    
    
    65,316
    
    
    
    59,878Equipment and leasehold improvements, net
    
    
    4,434
    
    
    
    4,228Software costs, net
    
    
    324
    
    
    
    373Goodwill
    
    
    16,447
    
    
    
    11,479Intangible assets, net
    
    
    3,330
    
    
    
    635Deferred taxes
    
    
    1,983
    
    
    
    2,362Other assets
    
    
    3,923
    
    
    
    3,717Total assets
    
    $
    95,757
    
    
    $
    82,672LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    31,191
    
    
    $
    23,563Accrued liabilities
    
    
    3,748
    
    
    
    3,686Accrued compensation
    
    
    2,658
    
    
    
    3,478Current portion of long-term debt
    
    
    20,812
    
    
    
    16,945Total current liabilities
    
    
    58,409
    
    
    
    47,672Long-term debt, net of current portion
    
    
    81,464
    
    
    
    82,580Other liabilities and deferred credits
    
    
    1,024
    
    
    
    1,232Total liabilities
    
    
    140,897
    
    
    
    131,484Commitments and contingenciesStockholders deficit:Preferred Stock  $0.01 par value, 5,000,000 shares authorized, no
shares issued and outstanding June 24, 2011 and December 24, 2010.
    
    
    
    
    
    
    Common Stock  $0.01 par value, 100,000,000 shares authorized,
16,000,000 shares issued and outstanding June 24, 2011 and December
24, 2010
    
    
    160
    
    
    
    160Additional paid in capital
    
    
    (45,300
    )
    
    
    (48,972
    )Stockholders deficit
    
    
    (45,140
    )
    
    
    (48,812
    )Total liabilities and stockholders deficit
    
    $
    95,757
    
    
    $
    82,672
  4




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THE CHEFS WAREHOUSE, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except share and per share amounts)
 13 Week Period EndedJune 24, 2011
    
    
    June 25, 2010Net revenues
    
    $
    99,255
    
    
    $
    83,613Cost of sales
    
    
    73,000
    
    
    
    61,670Gross profit
    
    
    26,255
    
    
    
    21,943Operating expenses
    
    
    18,551
    
    
    
    16,340Operating profit
    
    
    7,704
    
    
    
    5,603Interest expense
    
    
    3,343
    
    
    
    512Gain on fluctuation of interest rate swap
    
    
    
    
    
    
    (248
    )Income before income taxes
    
    
    4,361
    
    
    
    5,339Provision for income taxes
    
    
    1,708
    
    
    
    1,050Net income
    
    $
    2,653
    
    
    $
    4,289Deemed dividend accretion on Class A members units
    
    
    
    
    
    
    (1,180
    )Net income attributable to common stockholders
    
    $
    2,653
    
    
    $
    3,109Net income per share to common stockholdersBasic
    
    $
    0.17
    
    
    $
    0.14Diluted
    
    $
    0.17
    
    
    $
    0.13Weighted average shares outstandingBasic
    
    
    15,489,100
    
    
    
    22,524,424Diluted
    
    
    16,000,000
    
    
    
    23,356,827
  5




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THE CHEFS WAREHOUSE, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except share and per share amounts)
 26 Week Period EndedJune 24, 2011
    
    
    June 25, 2010Net revenues
    
    $
    182,438
    
    
    $
    153,614Cost of sales
    
    
    134,148
    
    
    
    113,687Gross profit
    
    
    48,290
    
    
    
    39,927Operating expenses
    
    
    35,530
    
    
    
    31,293Operating profit
    
    
    12,760
    
    
    
    8,634Interest expense
    
    
    6,793
    
    
    
    1,139Gain on fluctuation of interest rate swap
    
    
    (81
    )
    
    
    (430
    )Other
    
    
    3
    
    
    
    Income before income taxes
    
    
    6,045
    
    
    
    7,925Provision for income taxes
    
    
    2,372
    
    
    
    2,100Net income
    
    $
    3,673
    
    
    $
    5,825Deemed dividend accretion on Class A members units
    
    
    
    
    
    
    (2,360
    )Net income attributable to common stockholders
    
    $
    3,673
    
    
    $
    3,465Net income per share to common stockholdersBasic
    
    $
    0.24
    
    
    $
    0.15Diluted
    
    $
    0.23
    
    
    $
    0.15Weighted average shares outstandingBasic
    
    
    15,472,461
    
    
    
    22,528,170Diluted
    
    
    16,000,000
    
    
    
    23,377,172
  6




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THE CHEFS WAREHOUSE, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
 26 Week Period EndedJune 24, 2011
    
    
    June 25, 2010Cash flows from operating activities:Net income
    
    $
    3,673
    
    
    $
    5,825Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    782
    
    
    
    759Provision for allowance for doubtful accounts
    
    
    540
    
    
    
    510Original issue discount amortization
    
    
    360
    
    
    
    Deferred credits
    
    
    (120
    )
    
    
    (81
    )Deferred taxes
    
    
    291
    
    
    
    Unrealized gain on interest rate swap
    
    
    (81
    )
    
    
    (430
    )Unrealized gain on forward contracts
    
    
    (243
    )
    
    
    Accrual of paid in kind interest
    
    
    1,550
    
    
    
    Amortization of deferred financing fees
    
    
    512
    
    
    
    206Loss on asset disposal
    
    
    3
    
    
    
    Changes in assets and liabilities, net of acquisitions:Accounts receivable
    
    
    (4,824
    )
    
    
    (2,300
    )Inventories
    
    
    (1,683
    )
    
    
    (2,089
    )Prepaid expenses and other current assets
    
    
    1,489
    
    
    
    (360
    )Accounts payable and accrued liabilities
    
    
    6,862
    
    
    
    3,247Other assets
    
    
    (692
    )
    
    
    (306
    )Receivable from related party
    
    
    
    
    
    
    190Net cash provided by operating activities
    
    
    8,419
    
    
    
    5,171Cash flows from investing activities:Capital expenditures
    
    
    (823
    )
    
    
    (833
    )Cash paid for acquisitions
    
    
    (8,908
    )
    
    
    (3,738
    )Proceeds from asset disposals
    
    
    2
    
    
    
    Net cash used in investing activities
    
    
    (9,729
    )
    
    
    (4,571
    )Cash flows from financing activities:Cash paid for Class C units
    
    
    
    
    
    
    (173
    )Borrowings of debt
    
    
    
    
    
    
    7,083Payment of debt
    
    
    (2,773
    )
    
    
    (11,845
    )Borrowings under revolving credit line
    
    
    182,477
    
    
    
    166,644Payments under revolving credit line
    
    
    (178,953
    )
    
    
    (160,586
    )Distributions to stockholders
    
    
    
    
    
    
    (1,368
    )Net cash provided by (used in) financing activities
    
    
    751
    
    
    
    (245
    )Net (decrease) increase in cash and cash equivalents
    
    
    (559
    )
    
    
    355Cash and cash equivalents-beginning of period
    
    
    1,978
    
    
    
    875Cash and cash equivalents-end of period
    
    $
    1,419
    
    
    $
    1,230Supplemental cash flow disclosures:Cash paid for income taxes
    
    $
    1,122
    
    
    $
    950Cash paid for interest
    
    
    4,470
    
    
    
    1,232Noncash operating activity:Accretion of Class A units
    
    $
    
    
    
    $
    2,360
  7




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THE CHEFS WAREHOUSE, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   Note 1  Operations and Basis of Presentation
 Description of Business and Basis of Presentation
     Consolidation of Ownership
  Unaudited Interim Financial Statements
   8




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   Consolidation
  Recently Issued Financial Accounting Standards
 Business Combinations
 Fair Value Measurements.
 Comprehensive Income.
 Note 2  Earnings Per Share
  9




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   13 Weeks Ended
    
    
    26 Weeks EndedJune 24, 2011
    
    
    June 25, 2010
    
    
    June 24, 2011
    
    
    June 25, 2010Net Income
    
    $
    2,653
    
    
    $
    4,289
    
    
    $
    3,673
    
    
    $
    5,825Deemed dividend
accretion on Class
A members units
    
    
    
    
    
    
    (1,180
    )
    
    
    
    
    
    
    (2,360
    )Net income (loss)
attributable to
members units
    
    $
    2,653
    
    
    $
    3,109
    
    
    $
    3,673
    
    
    $
    3,465Net income per
share:Basic
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.24
    
    
    $
    0.15Diluted
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.23
    
    
    $
    0.15Weighted average
shares outstanding
(1):Basic
    
    
    15,489,100
    
    
    
    22,524,424
    
    
    
    15,472,461
    
    
    
    22,528,170Diluted
    
    
    16,000,000
    
    
    
    23,356,827
    
    
    
    16,000,000
    
    
    
    23,377,172
 
 (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 11). 10




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  13 Weeks Ended
    
    
    26 Weeks EndedJune 24, 2011
    
    
    June 25, 2010
    
    
    June 24, 2011
    
    
    June 25, 2010Numerator:Net income
attributed to
common stockholders
    
    $
    2,653
    
    
    $
    3,109
    
    
    $
    3,673
    
    
    $
    3,465Denominator:Weighted average
Class A shares
outstanding
    
    
    
    
    
    
    7,356,322
    
    
    
    
    
    
    
    7,356,322Weighted average
Class B shares
outstanding
    
    
    14,712,644
    
    
    
    14,712,644
    
    
    
    14,712,644
    
    
    
    14,712,644Weighted average
Class C shares
outstanding
    
    
    776,456
    
    
    
    455,458
    
    
    
    759,817
    
    
    
    459,204Total weighted
average basic
shares outstanding
    
    
    15,489,100
    
    
    
    22,524,424
    
    
    
    15,472,461
    
    
    
    22,528,170Dilutive effect of
unvested Class C
shares
    
    
    510,900
    
    
    
    832,403
    
    
    
    527,539
    
    
    
    849,002Weighted average
diluted shares
outstanding
    
    
    16,000,000
    
    
    
    23,356,827
    
    
    
    16,000,000
    
    
    
    23,377,172
 Note 3  Derivatives
     11




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Financial Statement Presentation
  13 Weeks Ended
    
    26 Weeks EndedJune 24, 2011
    
    June 25, 2010
    
    June 24, 2011
    
    June 25, 2010Location of income
(expense)
recognized on
derivativeDerivatives not 
designated as 
hedging 
instruments:Foreign currency 
collars gain (loss)
    
    Cost of sales
    
    
    (67
    )
    
    
    
    
    
    
    243
    
    
    
    Interest rate swaps
    
    Gain on
fluctuation of
interest rate swap
    
    
    
    
    
    
    248
    
    
    
    81
    
    
    
    430
 Note 4  Fair Value Measurements
    a)
    
    quoted prices for similar assets in active markets;b)
    
    quoted prices for identical or similar assets in inactive markets;c)
    
    inputs other than quoted prices that are observable for the asset; andd)
    
    inputs that are derived principally from or corroborated by
observable market data by correlation or other means.
  12




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Assets and Liabilities Measured at Fair Value
  Fair Value of Financial Instruments
  Note 5  Acquisitions
 Business Combinations.
   13




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Harry Wils & Co.
    
    
    Monique & Me, Inc.Current assets
    
    $
    1,187
    
    
    $
    1,324Intangible assets other than
goodwill
    
    
    2,753
    
    
    
    596Goodwill
    
    
    4,968
    
    
    
    2,120Current liabilities
    
    
    
    
    
    
    (302
    )Purchase price
    
    $
    8,908
    
    
    $
    3,738
  Goodwill
    
    
    Other IntangiblesBalance as of December 24, 2010
    
    $
    11,479
    
    
    $
    635Current year acquisitions
    
    
    4,968
    
    
    
    2,753Current year amortization
    
    
    
    
    
    
    (58
    )Balance as of June 24, 2011
    
    $
    16,447
    
    
    $
    3,330
  Note 6  Inventory
  Note 7  Equipment and Leasehold Improvements
  As ofUseful Lives
    
    
    June 24, 2010
    
    
    December 24, 2010Machinery and equipment
    
    5-10 years
    
    $
    5,447
    
    
    $
    5,390Computers, data processing
and other equipment
    
    3-7 years
    
    
    3,212
    
    
    
    2,821Leasehold improvements
    
    7-15 years
    
    
    5,577
    
    
    
    5,566Furniture and fixtures
    
    7 years
    
    
    516
    
    
    
    509Vehicles
    
    5 years
    
    
    506
    
    
    
    507Other
    
    7 years
    
    
    85
    
    
    
    85Construction-in-process
    
    
    
    
    
    
    341
    
    
    
    3215,684
    
    
    
    14,910Less: accumulated
depreciation and
amortization
    
    
    
    
    
    
    (11,250
    )
    
    
    (10,682
    )Equipment and leasehold
improvements, net
    
    
    
    
    
    $
    4,434
    
    
    $
    4,228
 14




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   Note 8  Debt Obligations
  June 24, 2011
    
    
    December 24, 2010Revolving credit facility
    
    $
    15,743
    
    
    $
    12,219Term loan
    
    
    71,250
    
    
    
    73,750Original issue discount-term loan
    
    
    (1,767
    )
    
    
    (2,127
    )Note payable
    
    
    
    
    
    
    183Senior subordinated PIK note
    
    
    17,050
    
    
    
    15,500Total debt obligations
    
    
    102,276
    
    
    
    99,525Less: current installments
    
    
    (20,812
    )
    
    
    (16,945
    )Total debt obligations excluding
current installments
    
    $
    81,464
    
    
    $
    82,580
 Credit Facility
  Term Debt
  15




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Senior Subordinated Debt
   Note 9  Income Taxes
   Note 10  Related Parties
  Note 11  Subsequent Events
   16




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THE CHEFS WAREHOUSE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      17




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW
  RECENT ACQUISITIONS
   Our Growth Strategies and Outlook
  18




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##### Table of Contents




    
    sales and service territory expansion;
    
    operational excellence and high customer service levels;
    
    expanded purchasing programs and improved buying power;
    
    product innovation and new product category introduction;
    
    operational efficiencies through system enhancements; and
    
    operating expense reduction through the centralization of general and administrative
functions.
  Key Factors Affecting Our Performance
    19




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RESULTS OF OPERATIONS
  13 Weeks Ended
    
    
    26 Weeks EndedJune 24, 2011
    
    
    June 25, 2010
    
    
    June 24, 2011
    
    
    June 25, 2010Net Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of Sales
    
    
    73.5
    %
    
    
    73.8
    %
    
    
    73.5
    %
    
    
    74.0
    %Gross Profit
    
    
    26.5
    %
    
    
    26.2
    %
    
    
    26.5
    %
    
    
    26.0
    %Operating Expenses
    
    
    18.7
    %
    
    
    19.5
    %
    
    
    19.5
    %
    
    
    20.4
    %Operating Income
    
    
    7.8
    %
    
    
    6.7
    %
    
    
    7.0
    %
    
    
    5.6
    %Other expense
(income):Interest expense
    
    
    3.4
    %
    
    
    0.6
    %
    
    
    3.7
    %
    
    
    0.7
    %Gain on
fluctuation of interest rate
swap
    
    
    
    
    
    
    (0.3
    )%
    
    
    
    
    
    
    (0.3
    )%Total other expense
    
    
    3.4
    %
    
    
    0.3
    %
    
    
    3.7
    %
    
    
    0.4
    %Income
before income taxes
    
    
    4.4
    %
    
    
    6.4
    %
    
    
    3.3
    %
    
    
    5.2
    %Provision
for income taxes
    
    
    1.7
    %
    
    
    1.3
    %
    
    
    1.3
    %
    
    
    1.4
    %Net income
    
    
    2.7
    %
    
    
    5.1
    %
    
    
    2.0
    %
    
    
    3.8
    %
  13 Weeks Ended June 24, 2011 Compared to 13 Weeks Ended June 25, 2010
 Net Sales
  Gross Profit
  20




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Operating Expenses
  Operating Income
  Other Expense
  Provision for Income Taxes
  Net Income
  26 Weeks Ended June 24, 2011 Compared to 26 Weeks Ended June 25, 2010
 Net Sales
  21




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Gross Profit
  Operating Expenses
  Operating Income
  Other Expense
  Provision for Income Taxes
  Net Income
  22




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LIQUIDITY AND CAPITAL RESOURCES
        23




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Commitments and Contingencies
  PAYMENTS DUE BY PERIODLESS THAN
    
    
    1-3
    
    
    3-5TOTAL
    
    
    ONE YEAR
    
    
    YEARS
    
    
    YEARS
    
    
    THEREAFTER(In thousands)Inventory purchase commitments
    
    $
    18,754
    
    
    $
    18,754
    
    
    $
    
    
    
    $
    
    
    
    $
    Indebtedness (1)
    
    $
    102,276
    
    
    $
    20,812
    (2)
    
    $
    64,414
    
    
    $
    17,050
    
    
    $
    Long-term non-capitalized leases
    
    $
    21,697
    
    
    $
    6,811
    
    
    $
    9,646
    
    
    $
    3,930
    
    
    $
    1,310Total
    
    $
    142,727
    
    
    $
    46,377
    (2)
    
    $
    74,060
    
    
    $
    20,980
    
    
    $
    1,310
 
 (1)
    
    For a description of the reduction in our indebtedness that resulted from the offering, see Part II, Item
2 of this Form 10-Q, Unregistered Sales of Equity Securities and Use of Proceeds.(2)
    
    Reflects the inclusion of $15.7 million of borrowings under our then-existing senior secured revolving
credit facility which are included within the current portion of long-term debt on our balance sheet
despite not being due until October 22, 2013. 24




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##### Table of Contents



Seasonality
  Inflation
  Critical Accounting Policies and Estimates
  Allowance for Doubtful Accounts
  25




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##### Table of Contents



Inventory Valuation
  Valuation of Goodwill and Intangible Assets
     Vendor Rebates and Other Promotional Incentives
  26




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##### Table of Contents



27




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##### Table of Contents



ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
       28




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
  29




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. [REMOVED AND RESERVED]
 
 ITEM 5. OTHER INFORMATION
  30




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##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNo.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 31




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##### Table of Contents



SIGNATURE
  THE CHEFS WAREHOUSE, INC.
               (Registrant)September 9, 2011

    /s/ Kenneth ClarkDate

    Kenneth ClarkChief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer) 32




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##### Table of Contents



INDEX OF EXHIBITS
 ExhibitNo.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 33