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Acquisitions
 12 Months Ended
Dec. 30, 2011
Acquisitions [Abstract]  
Acquisitions

Note 6 – Acquisitions

The Company accounts for acquisitions in accordance with ASC 805 “Business Combinations”. Assets acquired and liabilities assumed are recorded in the accompanying consolidated balance sheet at their estimated fair values as of the acquisition date. Operations are included in the Company’s financial statements from the date of acquisition.

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

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

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

 

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

 

                         
    Provvista Specialty
Foods, Inc.		     Harry
Wils &
Co.		     Monique
& Me,
Inc.		  

Current assets

   $ 3,107     $ 1,187     $ 1,324  

Customer relationships

     1,707       2,753       596  

Trademarks

     300       —         —    

Goodwill

     4,143       4,968       2,120  

Fixed assets

     100       —         —    

Current liabilities

     (508 )      —         (302 ) 
   

 

 

    

 

 

    

 

 

  

Purchase price

   $ 8,849     $ 8,908     $ 3,738