Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 26, 2015 | Oct. 27, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 26, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PFGC | |
Entity Registrant Name | Performance Food Group Company | |
Entity Central Index Key | 1,618,673 | |
Current Fiscal Year End Date | --07-02 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 102,583,161 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 26, 2015 | Jun. 27, 2015 |
Current assets: | ||
Cash | $ 11.5 | $ 9.2 |
Accounts receivable, less allowances of $18.5 and $16.0 | 942.6 | 964.6 |
Inventories, net | 916.3 | 882.6 |
Prepaid expenses and other current assets | 30.6 | 26.4 |
Deferred income tax asset, net | 17.4 | 17.5 |
Total current assets | 1,918.4 | 1,900.3 |
Goodwill | 668.3 | 664 |
Other intangible assets, net | 179.8 | 186.9 |
Property, plant and equipment, net | 593.3 | 594.7 |
Restricted cash | 20.2 | 20.2 |
Other assets | 24.7 | 24.8 |
Total assets | 3,404.7 | 3,390.9 |
Current liabilities: | ||
Outstanding checks in excess of deposits | 138.8 | 126.3 |
Trade accounts payable | 855.9 | 895.9 |
Accrued expenses | 206.9 | 234.1 |
Long-term debt-current installments | 9.4 | 9.4 |
Capital and finance lease obligations-current installments | 3 | 3.5 |
Derivative liabilities | 9 | 7.8 |
Total current liabilities | 1,223 | 1,277 |
Long-term debt | 1,451.6 | 1,395.8 |
Deferred income tax liability, net | 97.7 | 100.3 |
Long-term derivative liabilities | 3 | 1.3 |
Capital and finance lease obligations, excluding current installments | 33.2 | 33.8 |
Other long-term liabilities | 90.7 | 89.7 |
Total liabilities | $ 2,899.2 | $ 2,897.9 |
Commitments and contingencies (Note 9) | ||
Shareholders' equity: | ||
Common Stock value | $ 0.9 | |
Additional paid-in capital | 595.3 | $ 594.1 |
Accumulated other comprehensive loss, net of tax benefit of $3.8 and $2.9 | (5.4) | (4.5) |
Accumulated deficit | (85.3) | (97.5) |
Total shareholders' equity | 505.5 | 493 |
Total liabilities and shareholders' equity | $ 3,404.7 | 3,390.9 |
Common Stock Class A [Member] | ||
Shareholders' equity: | ||
Common Stock value | 0.9 | |
Total shareholders' equity | $ 0.9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 26, 2015 | Jun. 27, 2015 |
Accounts receivable, allowances | $ 18.5 | $ 16 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 0 |
Common stock, shares issued | 86,888,617 | 0 |
Common stock, shares outstanding | 86,888,617 | 0 |
Accumulated other comprehensive loss, tax benefit | $ 3.8 | $ 2.9 |
Common Stock Class A [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 0 | 250,000,000 |
Common stock, shares issued | 0 | 86,860,562 |
Common stock, shares outstanding | 0 | 86,860,562 |
Common Stock Class B [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 0 | 25,000,000 |
Common stock, shares issued | 0 | 18,388 |
Common stock, shares outstanding | 0 | 18,388 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Income Statement [Abstract] | ||
Net sales | $ 3,928.9 | $ 3,697.6 |
Cost of goods sold | 3,447.8 | 3,248.2 |
Gross profit | 481.1 | 449.4 |
Operating expenses | 437.1 | 416.7 |
Operating profit | 44 | 32.7 |
Other expense: | ||
Interest expense, net (includes $2.0 and $2.0 for the three-months ended of reclassification adjustments for interest rate swaps) | 21 | 21.2 |
Other, net | 2.2 | 0.2 |
Other expense, net | 23.2 | 21.4 |
Income before taxes | 20.8 | 11.3 |
Income tax expense (includes $2.3 and $0.8 tax benefit for the three-months ended from reclassification adjustments) | 8.6 | 4.7 |
Net income | $ 12.2 | $ 6.6 |
Weighted-average common shares outstanding: | ||
Basic | 86,885,548 | 86,874,101 |
Diluted | 87,653,160 | 87,600,174 |
Earnings per common share: | ||
Basic | $ 0.14 | $ 0.08 |
Diluted | $ 0.14 | $ 0.08 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Income Statement [Abstract] | ||
Interest expense, reclassification adjustments for changes in fair value of interest rate swaps | $ 2 | $ 2 |
Reclassification adjustment, tax expense | $ 0.8 | $ 0.8 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 12.2 | $ 6.6 |
Interest rate swaps: | ||
Change in fair value, net of tax benefit (expense) of $1.7 and $(0.6) for the three-months ended | (2.1) | 0.9 |
Reclassification adjustment, net of tax expense of $0.8 and $0.8 for the three-months ended | 1.2 | 1.2 |
Other comprehensive (loss) income | (0.9) | 2.1 |
Total comprehensive income | $ 11.3 | $ 8.7 |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Change in fair value, tax benefit (expense) | $ 1.7 | $ (0.6) |
Reclassification adjustment, tax expense | $ 0.8 | $ 0.8 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock Class A [Member] | Common Stock Class B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balance Beginning at Jun. 28, 2014 | $ 434.1 | $ 0.9 | $ 592.9 | $ (5.7) | $ (154) | ||
Balance Beginning, shares at Jun. 28, 2014 | 86,860,562 | 13,538 | |||||
Net income | 6.6 | 6.6 | |||||
Interest rate swaps | 2.1 | 2.1 | |||||
Stock compensation expense | 0.2 | 0.2 | |||||
Balance Ending at Sep. 27, 2014 | 443 | $ 0.9 | 593.1 | (3.6) | (147.4) | ||
Balance Ending, shares at Sep. 27, 2014 | 86,860,562 | 13,538 | |||||
Balance Beginning at Jun. 27, 2015 | $ 493 | $ 0.9 | 594.1 | (4.5) | (97.5) | ||
Balance Beginning, shares at Jun. 27, 2015 | 0 | 86,860,562 | 18,388 | ||||
Issuance of common stock under 2007 Option Plan | $ 0.1 | 0.1 | |||||
Issuance of common stock under 2007 Option Plan, shares | 9,700 | ||||||
Repurchase of incremental shares of common stock | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Repurchase of incremental shares of common stock, shares | (31) | (2) | |||||
Reclassification of Class A and Class B common stock into a single class | $ (0.9) | $ 0.9 | |||||
Reclassification of Class A and Class B common stock into a single class, shares | (86,860,531) | (28,086) | 86,888,617 | ||||
Net income | 12.2 | 12.2 | |||||
Interest rate swaps | (0.9) | (0.9) | |||||
Stock compensation expense | 1.1 | 1.1 | |||||
Balance Ending at Sep. 26, 2015 | $ 505.5 | $ 0.9 | $ 595.3 | $ (5.4) | $ (85.3) | ||
Balance Ending, shares at Sep. 26, 2015 | 86,888,617 | 0 | 0 | 86,888,617 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 12.2 | $ 6.6 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation | 18.9 | 18.6 |
Amortization of intangible assets | 9.3 | 11.6 |
Amortization of deferred financing costs and other | 2.6 | 2.6 |
Provision for losses on accounts receivables | 2.9 | 2.1 |
Stock compensation expense | 1.1 | 0.2 |
Deferred income tax benefit | (1.7) | (2.3) |
Change in fair value of derivative assets and liabilities | 1.2 | 0.2 |
Gain on assets held for sale | (0.9) | |
Other | (0.1) | |
Changes in operating assets and liabilities, net: | ||
Accounts receivable | 20.3 | (84.3) |
Inventories | (32.7) | (43.6) |
Prepaid expenses and other assets | (4.2) | (2.6) |
Trade accounts payable | (40.8) | 24.1 |
Outstanding checks in excess of deposits | 12.5 | (3.6) |
Accrued expenses and other liabilities | (27.5) | (11.3) |
Net cash used in operating activities | (25.9) | (82.7) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (17.7) | (17.3) |
Net cash paid for acquisition | (8.9) | |
Increase in restricted cash | (5.1) | |
Proceeds from sale of property, plant and equipment | 0.2 | 0.2 |
Proceeds from sale of assets held for sale | 1.9 | |
Net cash used in investing activities | (26.4) | (20.3) |
Cash flows from financing activities: | ||
Net borrowings under ABL Facility | 57.5 | 104.6 |
Payments on Term Facility | (1.9) | (1.9) |
Proceeds from sale-leaseback transaction | 3.4 | |
Proceeds from exercised stock options | 0.1 | |
Cash paid for acquisitions | (0.1) | |
Payments under capital and finance lease obligations | (1.1) | (0.7) |
Net cash provided by financing activities | 54.6 | 105.3 |
Net increase in cash | 2.3 | 2.3 |
Cash, beginning of period | 9.2 | 5.3 |
Cash, end of period | 11.5 | 7.6 |
Interest | 18.2 | 18 |
Income taxes, net of refunds | $ 4.2 | $ 0.4 |
Summary of Business Activities
Summary of Business Activities | 3 Months Ended |
Sep. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business Activities | 1. Summary of Business Activities Business Overview Performance Food Group Company, through its subsidiaries, markets and distributes national and company-branded food and food-related products to customer locations across the United States. The Company serves both of the major customer types in the restaurant industry: (i) independent, or “Street” customers, and (ii) multi-unit, or “Chain” customers, which include regional and national family and casual dining restaurants chains, fast casual chains, and quick-service restaurants. The Company also serves schools, healthcare facilities, business and industry locations, and other institutional customers. Reverse stock split On August 28, 2015, the Company effected a 0.485 for one reverse stock split of its Class A and Class B common stock and a reclassification of its Class A common stock and its Class B common stock into a single class. The Company retained the par value of $0.01 per share for all shares of common stock. All references to numbers of common shares and per-share data in the accompanying financial statements have been adjusted to reflect the stock split on a retroactive basis. Shareholders’ equity reflects the stock split by reclassifying from Common stock to Additional paid-in capital an amount equal to the par value of the reduction in shares arising from the reverse stock split. Initial public offering On October 6, 2015, the Company completed an initial public offering (“IPO”) in which it sold 12,777,325 newly issued shares of common stock and selling stockholders of the Company sold 3,897,675 shares of existing common stock at a public offering price of $19.00 per share. The Company’s common stock began trading publicly on the New York Stock Exchange (NYSE), under the ticker symbol “PFGC”, on October 1, 2015. See Note 15, Subsequent Events |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 26, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The consolidated financial statements have been prepared by the Company, without audit, with the exception of the June 27, 2015 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the Company’s Registration Statement on Form S-1 (File No. 333-198654), as amended (the “Registration Statement”). The financial statements include consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, shareholders’ equity, and cash flows for all periods presented have been made. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates used by management are related to the accounting for the allowance for doubtful accounts, reserve for inventories, impairment testing of goodwill and other intangible assets, acquisition accounting, reserves for claims and recoveries under insurance programs, vendor rebates and other promotional incentives, bonus accruals, depreciation, amortization, determination of useful lives of tangible and intangible assets, and income taxes. Actual results could differ from these estimates. These financial statements should be read in conjunction with the audited financial statements and notes thereto included the Registration Statement. Certain footnote disclosures included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Sep. 26, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 3. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers – Deferral of the Effective Date, In July 2015, the FASB issued Accounting Standards Update (ASU) 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In August 2015, the FASB issued Accounting Standards Update (ASU) 2015-15, Interest — Imputation of Interest |
Business Combinations
Business Combinations | 3 Months Ended |
Sep. 26, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | 4. Business Combinations During the first quarter of fiscal 2016, the Company paid cash of $8.9 million for an acquisition which increased goodwill by $4.3 million. This acquisition was immaterial to the consolidated financial statements. |
Debt
Debt | 3 Months Ended |
Sep. 26, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt The Company is a holding company and conducts its operations through its subsidiaries, which have incurred or guaranteed indebtedness as described below. Debt consisted of the following: (In millions) As of September 26, 2015 As of June 27, 2015 ABL $ 723.2 $ 665.7 Term Facility 732.6 734.4 Promissory Note 5.2 5.1 Long-term debt 1,461.0 1,405.2 Capital and finance lease obligations 36.2 37.3 Total debt 1,497.2 1,442.5 Less: current installments (12.4 ) (12.9 ) Total debt, excluding current installments $ 1,484.8 $ 1,429.6 ABL Facility PFGC, Inc. (“PFGC”), a wholly-owned subsidiary of the Company, entered into an Asset Based Revolving Loan Credit Agreement (the “ABL Facility”) on May 23, 2008 that was amended and restated on May 8, 2012 and further amended on May 6, 2013 and February 18, 2015. The ABL Facility is secured by the majority of the tangible assets of PFGC and its subsidiaries. Performance Food Group, Inc., a wholly-owned subsidiary of PFGC, is the lead borrower under the ABL Facility, which is jointly and severally guaranteed by PFGC and all material domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). Availability for loans and letters of credit under the ABL Facility is governed by a borrowing base, determined by the application of specified advance rates against eligible assets, including trade accounts receivable, inventory, owned real properties, and owned transportation equipment. The borrowing base is reduced quarterly by a cumulative fraction of the real properties and transportation equipment values. Advances on accounts receivable and inventory are subject to change based on periodic commercial finance examinations and appraisals, and the real property and transportation equipment values included in the borrowing base are subject to change based on periodic appraisals. Audits and appraisals are conducted at the direction of the administrative agent for the benefit and on behalf of all lenders. The amendment in May 2012 increased the size of the ABL Facility from $1.1 billion to $1.4 billion, lowered the interest rate grid for the LIBOR-based pricing option discussed below, and extended the maturity from May 2014 to May 2017. Borrowings under the ABL Facility bear interest, at Performance Food Group, Inc.’s option, at (a) the Base Rate (defined as the greater of (i) the Federal Funds Rate in effect on such date plus 0.5%, (ii) the Prime Rate on such day, or (iii) one month LIBOR plus 1.0%) plus a spread or (b) LIBOR plus a spread. The ABL Facility also provides for an unused commitment fee ranging from 0.25% to 0.375%. As of September 26, 2015, aggregate borrowings outstanding were $723.2 million. There were also $97.9 million in letters of credit outstanding under the facility, and excess availability was $578.9 million, net of $23.4 million of lenders’ reserves and subject to compliance with customary borrowing conditions. The average interest rate for the ABL facility was 1.86% at September 26, 2015. As of June 27, 2015, aggregate borrowings outstanding were $665.7 million. There were also $102.5 million in letters of credit outstanding under the facility, and excess availability was $631.8 million, net of $19.7 million of lenders’ reserves and subject to compliance with customary borrowing conditions. The ABL Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below (a) the greater of (i) $130.0 million and (ii) 10% of the lesser of the borrowing base and the revolving credit facility amount for five consecutive business days or (b) 7.5% of the revolving credit facility amount at any time. The ABL Facility also contains customary restrictive covenants that include, but are not limited to, restrictions on PFGC’s ability to incur additional indebtedness, pay dividends, create liens, make investments or specified payments, and dispose of assets. The ABL Facility provides for customary events of default, including payment defaults and cross-defaults on other material indebtedness. If an event of default occurs and is continuing, amounts due under such agreement may be accelerated and the rights and remedies of the lenders under such agreement available under the ABL Facility may be exercised, including rights with respect to the collateral securing the obligations under such agreement. Term Loan Facility Performance Food Group, Inc. entered into a Credit Agreement providing for a term loan facility (the “Term Facility”) on May 14, 2013. Performance Food Group, Inc. borrowed an aggregate principal amount of $750.0 million under the Term Facility that is jointly and severally guaranteed by PFGC and all domestic direct and indirect wholly-owned subsidiaries of PFGC (other than Captive Insurance subsidiaries and other excluded subsidiaries) Net proceeds to Performance Food Group, Inc. were $746.3 million. The proceeds from the Term Facility were used to redeem the Company’s then outstanding senior notes in full; to pay the fees, premiums, expenses, and other transaction costs incurred in connection with the Term Facility and the ABL Facility amendment discussed above; and to pay a $220 million dividend to the Company’s stockholders. A portion of the Term Facility was considered a modification of such senior notes. The Term Facility matures in November 2019 and bears interest, at Performance Food Group, Inc.’s option, at a rate equal to a margin over either (a) a Base Rate determined by reference to the higher of (1) the rate of interest published by Credit Suisse (AG), Cayman Islands Branch, as its “prime lending rate,” (2) the federal funds rate plus 0.50%, and (3) one-month LIBOR rate plus 1.00% or (b) a LIBOR rate determined by reference to the service selected by Credit Suisse (AG), Cayman Islands Branch that has been nominated by the British Bankers’ Association (or any successor thereto). The applicable margin for the term loans under the Term Facility may be reduced subject to attaining a certain total net leverage ratio. The applicable margin for borrowings will be 5.25% for loans based on a LIBOR rate and 4.25% for loans based on the Base Rate, as of September 26, 2015. If the Total Net Leverage ratio is lower than 4.25x, the applicable margin for the Term Facility will decrease by 0.25%. The LIBOR rate for term loans is subject to a 1.00% floor and the Base Rate for term loans is subject to a floor of 2.00%. Interest is payable quarterly in arrears in the case of Base Rate loans, and at the end of the applicable interest period (but no less frequently than quarterly) in the case of the LIBOR loans. Performance Food Group, Inc. can incur additional loans under the Term Facility with the aggregate amount of the incremental loans not exceeding the sum of (i) $140.0 million plus (ii) additional amounts so long as the Consolidated Secured Net Leverage Ratio (as defined in the credit agreement governing the Term Facility) does not exceed 5.90:1.00 and so long as the proceeds are not used to finance restricted payments that include any dividend or distribution payments. PFGC is required to repay an aggregate principal amount equal to 0.25% of the aggregate principal amount of $750 million on the last business day of each calendar quarter, beginning September 30, 2013. The Term Facility is prepayable at par. As of September 26, 2015, aggregate borrowings outstanding were $735.0 million with unamortized original issue discount of $2.4 million. Original issue discount is being amortized as additional interest expense on a straight-line basis over the life of the Term Facility, which approximates the effective yield method. For the first quarter of fiscal 2016 and 2015, interest expense included $0.1 million related to the amortization of original issue discount. On October 6, 2015, the Company completed its IPO and used the net proceeds therefrom to repay $223.0 million aggregate principal amount of indebtedness under the Term Facility. See Note 15 , Subsequent Events The ABL Facility and the Term Facility contain customary restrictive covenants under which all of the net assets of PFGC and its subsidiaries were restricted from distribution to Performance Food Group Company, except for approximately $115.0 million of restricted payment capacity available under such debt agreements, as of September 26, 2015. Unsecured Subordinated Promissory Note In connection with an acquisition, Performance Food Group, Inc. issued a $6.0 million interest only, unsecured subordinated promissory note on December 21, 2012, bearing an interest rate of 3.5%. Interest is payable quarterly in arrears. The $6.0 million principal is due in a lump sum in December 2017. All amounts outstanding under this promissory note become immediately due and payable upon the occurrence of a change in control of the Company or PFGC, which includes the sale, lease, or transfer of all or substantially all of the assets of PFGC. This promissory note was initially recorded at its fair value of $4.2 million. The difference between the principal and the initial fair value of the promissory note is being amortized as additional interest expense on a straight-line basis over the life of the promissory note, which approximates the effective yield method. For the first quarter of fiscal 2016 and 2015, interest expense included $0.1 million related to this amortization. As of September 26, 2015, the carrying value of the promissory note was $5.2 million. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Sep. 26, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 6 . Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates and diesel fuel costs. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and payments related to the Company’s investments, borrowings, and diesel fuel purchases. The effective portion of changes in the fair value of derivatives that are both designated and qualify as cash flow hedges is recorded in other comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction occurs. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. Since the Company has a substantial portion of its debt in variable-rate instruments, it accomplishes this objective with interest rate swaps. These swaps are designated as cash flow hedges and involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. All of the Company’s interest rate swaps are designated and qualify as cash flow hedges. Amounts reported in other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the twelve months ending October 1, 2016, the Company estimates that an additional $6.4 million will be reclassified to earnings as an increase to interest expense. As of September 26, 2015, Performance Food Group, Inc. had five interest rate swaps with a combined $750 million notional amount that were designated as cash flow hedges of interest rate risk. The following table summarizes the outstanding Swap Agreements as of September 26, 2015 (in millions): Effective Date Maturity Date Notional Amount Fixed Rate Swapped June 30, 2014 June 30, 2017 200.0 1.52 % June 30, 2014 June 30, 2017 100.0 1.52 % August 9, 2013 August 9, 2018 200.0 1.51 % June 30, 2014 June 30, 2016 150.0 1.47 % June 30, 2014 June 30, 2016 100.0 1.47 % Hedges of Forecasted Diesel Fuel Purchases From time to time, Performance Food Group, Inc. enters into costless collar arrangements to hedge its exposure to variability in cash flows expected to be paid for its forecasted purchases of diesel fuel. As of September 26, 2015, Performance Food Group, Inc. was a party to five such arrangements, with an aggregate 13.2 million gallon original notional amount in total and an aggregate 7.8 million gallon notional amount remaining. The remaining 7.8 million gallon forecasted purchases of diesel fuel are expected to be made between October 1, 2015 and December 31, 2016. The fuel collar instruments do not qualify for hedge accounting. Accordingly, the derivative instruments are recorded as an asset or liability on the balance sheet at fair value and any changes in fair value are recorded in the period of change as unrealized gains or losses on fuel hedging instruments and included in Other, net in the accompanying consolidated statement of operations. The Company recorded $1.2 million in unrealized losses and $1.0 million in expense for cash settlements related to these fuel collars for the three-month period ended September 26, 2015, compared to $0.2 million in unrealized losses and no cash settlements related to these fuel collars for the three-month period ended September 27, 2014. The Company does not currently have a payable or receivable related to cash collateral for its derivatives, and therefore it has not established an accounting policy for offsetting the fair value of its derivatives against such balances. The table below presents the fair value of the derivative financial instruments as well as their classification on the balance sheet as of September 26, 2015 and June 27, 2015: Fair Value of Derivative Instruments (in millions) Asset Derivatives Liability Derivatives As of September 26, As of June 27, 2015 As of September 26, As of June 27, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments under ASC 815-20: Interest rate swaps Prepaid $ — Prepaid $ — Current $ 6.2 Current $ 6.1 Interest rate swaps Other — Other 0.2 Long- 2.9 Long- 1.3 Total $ — $ 0.2 $ 9.1 $ 7.4 Derivatives not designated as hedging instruments under ASC 815-20: Diesel fuel collars Prepaid $ — Prepaid $ — Current $ 2.8 Current $ 1.7 Diesel fuel collars Other — Other — Long- 0.1 Long- — Total $ — $ — $ 2.9 $ 1.7 All of the Company’s derivative contracts are subject to a master netting arrangement with the respective counterparties that provide for the net settlement of all derivative contracts in the event of default or upon the occurrence of certain termination events. Upon exercise of termination rights by the non-defaulting party (i) all transactions are terminated, (ii) all transactions are valued and the positive value or “in the money” transactions are netted against the negative value or “out of the money” transactions, and (iii) the only remaining payment obligation is of one of the parties to pay the netted termination amount. The Company has elected to present the derivative assets and derivative liabilities on the balance sheet on a gross basis for periods ended September 26, 2015 and June 27, 2015. The tables below present the derivative assets and liability balance by type of financial instrument, before and after the effects of offsetting, as of September 26, 2015 and June 27, 2015: As of September 26, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ — $ — $ — $ — $ — $ — Diesel fuel collars: — — — — — — Total derivatives, subject to a master netting arrangement — — — — — — As of September 26, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ 9.1 $ — $ 9.1 $ — $ — $ 9.1 Diesel fuel collars: 2.9 — 2.9 — — 2.9 Total derivatives, subject to a master netting arrangement 12.0 — 12.0 — — 12.0 As of June 27, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ 0.2 $ — $ 0.2 $ 0.2 $ — $ — Diesel fuel collars: — — — — — — Total derivatives, subject to a master netting arrangement 0.2 — 0.2 0.2 — — As of June 27, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ 7.4 $ — $ 7.4 $ 0.2 $ — $ 7.2 Diesel fuel collars: 1.7 — 1.7 — — 1.7 Total derivatives, subject to a master netting arrangement 9.1 — 9.1 0.2 — 8.9 The tables below present the effect of the derivative financial instruments designated in hedging relationships on the consolidated statement of operations for the three-month periods ended September 26, 2015 and September 27, 2014: Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statement of Operations for the Three Month Period Ended September 26, 2015 (in millions) Derivatives in FASB ASC 815-20 Cash Flow Hedging Relationships Amount of Location of Loss Amount of Location of Amount of Interest Rate Swaps $ 2.9 Interest expense $ (2.0 ) Other, net $ — Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statement of Operations for the Three Month Period Ended September 27, 2014 (in millions) Derivatives in FASB ASC 815-20 Cash Flow Hedging Relationships Amount of Location of Loss Amount of Location of Amount of Interest Rate Swaps $ (0.1 ) Interest expense $ (2.0 ) Other, net $ — The derivative instruments are the only assets or liabilities that are recorded at fair value on a recurring basis. The fuel collars are exchange-traded commodities and their fair value is derived from valuation models based on certain assumptions regarding market conditions, some of which may be unobservable. Based on the lack of significance of these unobservable inputs, the Company has concluded that these instruments represent Level 2 on the hierarchy. The fair values of the Company’s interest rate swap agreements are determined using a valuation model with several inputs and assumptions, some of which may be unobservable. A specific unobservable input used by the Company in determining the fair value of its interest rate swaps is an estimation of both the unsecured borrowing spread to LIBOR for the Company as well as that of the derivative counterparties. Based on the lack of significance of this estimated spread component to the overall value of the Company’s interest rate swaps, the Company has concluded that these swaps represent Level 2 on the hierarchy. There have been no transfers between levels in the hierarchy from June 27, 2015 to September 26, 2015. Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that provide that if the Company either defaults or is capable of being declared in default on any of its indebtedness, the Company can also be declared in default on its derivative obligations. As of September 26, 2015, and June 27, 2015, the aggregate fair value amount of derivative instruments that contain contingent features was $12.0 million and $8.9 million, respectively. As of September 26, 2015, the Company has not been required to post any collateral related to these agreements. If the Company breached any of these provisions, it would be required to settle its obligations under the agreements at their termination value of $12.0 million. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Sep. 26, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7. Fair Value Measurement Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: • Level 1—Observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly for substantially the full term of the asset or liability; and • Level 3—Unobservable inputs in which there are little or no market data, which include management’s own assumption about the risk assumptions market participants would use in pricing an asset or liability. The carrying values of cash, accounts receivable, outstanding checks in excess of deposits, trade accounts payable, and accrued expenses approximate their fair values because of the relatively short maturities of those instruments. The derivative liabilities are recorded at fair value on the balance sheet. The fair value of long-term debt, which has a carrying value of $1,461.0 million and $1,405.2 million, is $1,462.7 million and $1,406.0 million at September 26, 2015 and June 27, 2015, respectively, and is determined by reviewing current market pricing related to comparable debt issued at the time of the balance sheet date, and is considered a Level 2 measurement. The Company is required by its insurers to collateralize a part of the deductibles for its workers’ compensation and liability claims. The Company has chosen to satisfy these collateral requirements by depositing funds in insurance trusts or by issuing letters of credit. All amounts in restricted cash at September 26, 2015 and June 27, 2015 represent funds deposited in insurance trusts, and $10.2 million and $10.2 million, respectively, represent Level 1 fair value measurements. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 26, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal and state jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax items, tax credits, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. The Company’s effective tax rate was 41.3% for the three months ended September 26, 2015 and 41.4% for the three months ended September 27, 2014. The effective tax rate varied from the 35% statutory rate primarily due to state taxes, federal credits, and non-deductible expenses. As of September 26, 2015 and June 27, 2015, the Company had net deferred tax assets of $37.7 million and $36.8 million, respectively, and deferred tax liabilities of $118.0 million and $119.6 million, respectively. The Company believes that it is more likely than not that the remaining deferred tax assets will be realized. The Company records a liability for Uncertain Tax Positions in accordance with FASB ASC 740-10-25, Income Taxes—General—Recognition It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense. Less than $0.1 million (less than $0.1 million net of federal tax benefit) was accrued for interest related to uncertain tax positions as of September 26, 2015 and September 27, 2014, respectively. Net interest expense of less than $0.1 million (less than $0.1 million net of federal tax benefit) was recognized in tax expense for the quarters ended September 26, 2015 and September 27, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 26, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Purchase Obligations The Company had outstanding contracts and purchase orders for capital projects totaling $13.7 million at September 26, 2015. Amounts due under these contracts were not included on the Company’s consolidated balance sheet as of September 26, 2015. Withdrawn Multiemployer Pension Plans Until May 2013, Performance Food Group, Inc. participated in the Central States Southeast and Southwest Areas Pension Fund (“Central States Pension Fund”), a multiemployer pension plan administered by the Teamsters Union, pursuant to which Performance Food Group, Inc. was required to make contributions on behalf of certain union employees. The Central States Pension Fund is underfunded and is in critical status. In connection with the recent renegotiation of the collective bargaining agreement that had previously required the Company’s participation in the Central States Pension Fund, the Company negotiated the termination of its participation in the Central States Pension Fund and the Company has withdrawn. The withdrawal liability was increased by $2.8 million during the second quarter of fiscal 2015 to the Company’s total estimated withdrawal liability of $6.9 million. The Company has made total payments for voluntary withdrawal of this plan in the amount of $0.8 million. As of September 26, 2015, the estimated outstanding withdrawal liability totaled $6.1 million. Guarantees Subsidiaries of the Company have entered into numerous operating leases, including leases of buildings, equipment, tractors, and trailers. Certain of the leases for tractors, trailers, and other vehicles and equipment provide for residual value guarantees to the lessors. Circumstances that would require the subsidiary to perform under the guarantees include either (1) default on the leases with the leased assets being sold for less than the specified residual values in the lease agreements, or (2) decisions not to purchase the assets at the end of the lease terms combined with the sale of the assets, with sales proceeds less than the residual value of the leased assets specified in the lease agreements. Residual value guarantees under these operating lease agreements typically range between 5% and 25% of the value of the leased assets at inception of the lease. These leases have original terms ranging from 5 to 7 years and expiration dates ranging from 2015 to 2022. As of September 26, 2015, the undiscounted maximum amount of potential future payments for lease guarantees totaled $21.2 million, which would be mitigated by the fair value of the leased assets at lease expiration. The assessment as to whether it is probable that subsidiaries of the Company will be required to make payments under the terms of the guarantees is based upon their actual and expected loss experience. Consistent with the requirements of FASB ASC 460-10-50, Guarantees-Overall-Disclosure, In addition, the Company from time to time enters into certain types of contracts that contingently require it to indemnify various parties against claims from third parties. These contracts primarily relate to: (i) certain real estate leases under which subsidiaries of the Company may be required to indemnify property owners for environmental and other liabilities and other claims arising from their use of the applicable premises; (ii) certain agreements with the Company’s officers, directors, and employees under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship; and (iii) customer agreements under which the Company may be required to indemnify customers for certain claims brought against them with respect to the supplied products. Generally, a maximum obligation under these contracts is not explicitly stated. Because the obligated amounts associated with these types of agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been required to make payments under these obligations and, therefore, no liabilities have been recorded for these obligations in the Company’s consolidated balance sheets. Litigation The Company is engaged in various legal proceedings that have arisen, but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When probable and reasonably estimable, the losses have been accrued. Based on estimates of the range of potential losses associated with these matters, management does not believe that the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the Company. However, the final results of legal proceedings cannot be predicted with certainty and, if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s consolidated financial position or results of operations could be materially adversely affected in future periods. Sales Tax Liabilities The Company’s sales and use tax filings are subject to customary audits by authorities in the jurisdictions where it conducts business in the United States, which may result in assessments of additional taxes. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Sep. 26, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 10. Related-Party Transactions Transaction and Advisory Fee Agreement The Company is a party to an advisory fee agreement pursuant to which affiliates of The Blackstone Group and Wellspring Capital Management provide certain strategic and structuring advice to the Company and certain monitoring, advising, and consulting services. The advisory fee agreement generally provides for the payment by the Company of certain fees, and the reimbursement of out of pocket expenses. The annual advisory fee is the greater of $2.5 million or 1.5% of the Company’s consolidated EBITDA (as defined in the advisory fee agreement) for the immediately preceding fiscal year. For the three-month periods ended September 26, 2015 and September 27, 2014, the annual payment and reimbursements to affiliates of Blackstone and Wellspring totaled $5.0 million and $4.4 million, respectively. Subsequent to September 26, 2015, the agreement was amended to provide that the advisory agreement will terminate no later than the second anniversary of the initial closing date of the IPO. Other The Company leases a distribution facility from an entity owned by an officer of the Company. The lease generally provides that the Company will bear the cost of property taxes. Total rent and taxes paid to the officer’s company totaled $0.1 million for the three-month period ended September 26, 2015, compared to $0.1 million for the three-month period ended September 27, 2014. The Company does business with certain other affiliates of The Blackstone Group. In the three-month period ended September 26, 2015, the Company recorded sales of $6.7 million to certain of these affiliate companies. In the three-month period ended September 26, 2015, the Company recorded no purchases from affiliate companies. In the three-month period ended September 27, 2014, the Company recorded sales of $7.2 million to certain of these affiliate companies. In the three-month period ended September 27, 2014, the Company recorded purchases of $0.7 million from certain of these affiliate companies. The Company does not conduct a material amount of business with affiliates of Wellspring Capital Management. As of September 26, 2015, an affiliate of The Blackstone Group held $18.1 million of the outstanding $735.0 million Term Facility. The Company paid approximately $0.3 million in interest related to the three-month period ended September 26, 2015, to this affiliate pursuant to the terms of the Term Facility. The Company paid approximately $0.5 million in interest related to the three-month period ended September 27, 2014, to this affiliate pursuant to the terms of the Term Facility. See Note 5, Debt |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 26, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased with the proceeds from the exercise of stock options under the treasury stock method. For the three months ended September 27, 2014, the Company’s calculation of weighted-average number of common shares includes Class A and Class B common stock. All shares of Class A and Class B common stock entitle the holders thereof to the same rights, preferences, and privileges in respect of dividends. A reconciliation of the numerators and denominators for the basic and diluted EPS computations is as follows: ($ in millions, except share and per share amounts) Three months Three months Numerator: Net income $ 12.2 $ 6.6 Denominator: Weighted-average common shares outstanding 86,885,548 86,874,101 Dilutive effect of share-based awards 767,612 726,073 Weighted-average dilutive shares outstanding 87,653,160 87,600,174 Basic earnings per share $ 0.14 $ 0.08 Diluted earnings per share $ 0.14 $ 0.08 |
Stock Compensation
Stock Compensation | 3 Months Ended |
Sep. 26, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | 12. Stock Compensation Performance Food Group Company provides compensation benefits to employees and non-employee directors under several share based payment arrangements. The Performance Food Group Company 2007 Management Option Plan (the “2007 Option Plan”) The 2007 Option Plan allows for the granting of awards to current and future employees, officers, directors, consultants, and advisors of the Company or its affiliates in the form of nonqualified options. The 2007 Option Plan is designed to promote the long-term growth and profitability of the Company by providing employees and consultants who are or will be involved in the Company’s growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging them to contribute to and participate in the success of the Company. The terms and conditions of awards granted under the 2007 Option Plan are determined by the Board of Directors. There are 6,445,982 shares of common stock reserved for issuances under the 2007 Option Plan. All current awards have a contractual term of ten years. Each of the employee awards under the 2007 Option Plan is divided into three equal portions. Tranche I options are subject to time vesting. Tranche II and Tranche III options are subject to both time and performance vesting, including performance criteria based on the internal rate of return and sponsor cash inflows as outlined in the 2007 Option Plan. Prior to the amendment discussed below, the Company’s assessment of the performance criteria indicated that satisfaction of the performance criteria was not probable and therefore, no compensation expense had been recognized to date on Tranche II and Tranche III options. The Tranche I compensation cost that has been charged against income for the Company’s 2007 Option Plan was $0.3 million for the quarter ended September 26, 2015 and $0.2 million for the quarter ended September 27, 2014 and is included within operating expenses in the consolidated statement of operations. These costs relate to the service condition component of the awards and are being recognized on a straight-line basis. The Company recorded no tax benefit nor incurred an impact on its cash flows related to compensation cost on share-based payment arrangements for the period. The total remaining unrecognized compensation cost for Tranche I was $4.6 million as of September 26, 2015. The 2007 Option Plan has repurchase rights that generally allow the Company to repurchase shares, at the current fair value following a participant’s retirement or a participant’s termination of employment by the Company other than for “cause” and at the lower of the original exercise price or current fair value following any termination of employment by the Company for “cause,” resignation of the participant, or in the event a participant resigns due to retirement and subsequently breaches the non-competition or non-solicitation covenant within one year of such participant’s termination. Because of the existence of the repurchase rights, the weighted average service period has exceeded the contractual term of the options. However, the repurchase option feature of this plan terminated upon the date of an Initial Public Offering. As a result, the Company’s management determined that the requisite service period should be reduced from 10.7 to the 5 year service vesting period and estimates compensation costs of $3.8 million will be recorded in the second quarter. On July 30, 2015, the Company approved amendments to the 2007 Option Plan to modify the vesting terms of all of the Tranche II and Tranche III options granted pursuant to the 2007 Option Plan. These time and performance vesting options will continue to vest based on a combination of time and performance vesting conditions. The time-based vesting condition did not change and will continue to be satisfied with respect to 20% of the shares underlying these options annually, based on the participant’s continued employment with the Company. The performance-based vesting condition was reduced to reflect changes in the food industry environment since the plan was adopted. In addition, as part of the amendments to the 2007 Option Plan, the Company further evaluated its outstanding options and in light of the fact that certain grants of options (Tranche II and III options) have performance targets that may not be met before the expiration of such options, individuals holding these unvested time and performance-vesting options were allowed the right to exercise such options into restricted shares of the Company’s common stock and to receive a new grant of time and performance-vesting options to purchase shares of our common stock. On September 30, 2015, 3.73 million options were exchanged for 2.27 million restricted shares and 1.46 million new options. There were no new awards during the quarter. Subsequent to the quarter, the Company issued approximately 120,000 new option awards under the 2007 Option Plan. These awards are comprised of three equal portions exercisable for one-third of the grant with vesting consistent with past grants. Based on management’s assessment of probability associated with the underlying conditions of the amended Tranche II and II awards, the Company believes that, following the amendments, there is a reasonable possibility that the performance targets could be met. Therefore, the Company engaged an unrelated specialist to assist in the process of determining the fair value based measure of the modified award. Based on management’s initial evaluation, the preliminary estimate of the possible future compensation expense is approximately $40 million. The expense will be recognized in the next four years when the Company concludes that it is probable that the performance metrics will be met. The Performance Food Group Company 2015 Omnibus Incentive Plan (“the 2015 Incentive Plan”) In July 2015, the Company approved the 2015 Incentive Plan. The 2015 Incentive Plan allows for the granting of awards to current employees, officers, directors, consultants, and advisors of the Company. Similar to the 2007 Option Plan, the 2015 Incentive Plan is designed to promote the long-term growth and profitability of the Company by providing employees and consultants who are or will be involved in the Company’s growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging them to contribute to and participate in the success of the Company. The terms and conditions of awards granted under the 2015 Option Plan are determined by the Board of Directors. There are 4,850,000 shares of common stock reserved for issuance under the 2015 Incentive Plan including non-qualified stock options and incentive stock options, stock appreciation rights, restricted shares, and other equity based or cash-based awards. In connection with the IPO, the Company granted approximately 144,000 options, 525,000 shares of time-vesting restricted stock, and 144,000 performance-vesting restricted stock to employees. In addition, the Company granted restricted stock units to certain directors. The compensation cost that has been charged against income for the Company’s 2015 Incentive Plan was $0.8 million for the quarter ended September 26, 2015 and is included within operating expenses in the consolidated statement of operations. Total unrecognized compensation cost for time vesting awards is estimated to be $14.3 million as of September 26, 2015. Management is in the process of valuing and assessing the probability associated with the underlying conditions of the performance stock awards and in the process of determining the fair value based measure of the award. Depending on the terms of the awards, the expense will either be recognized over the respective service periods or be based on the timing of when the Company concludes that it is probable that the performance metrics will be met. |
Other, net
Other, net | 3 Months Ended |
Sep. 26, 2015 | |
Other Income and Expenses [Abstract] | |
Other, net | 13. Other, net Other, net on the consolidated statement of operations primarily includes the change in fair value gains or loss and cash settlements pertaining to our derivatives on forecasted diesel fuel purchases along with other non-operating income or expense items. Other, net consisted of the following: (In millions) For the three months For the three months Change in fair value loss on derivatives for forecasted diesel fuel purchased $ 1.2 $ 0.2 Cash settlements on derivatives for forecasted diesel fuel purchases 1.0 — Other, net $ 2.2 $ 0.2 |
Segment Information
Segment Information | 3 Months Ended |
Sep. 26, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company has three reportable segments, as defined by ASC 280 Segment Reporting Corporate & All Other is comprised of corporate overhead and certain operations that are not considered separate reportable segments based on their size. This includes the operations of the Company’s internal logistics unit responsible for managing and allocating inbound logistics revenue and expense. (In millions) Performance PFG Vistar Corporate Eliminations Consolidated For the three months ended September 26, 2015 Net external sales $ 2,366.7 $ 927.0 $ 631.5 $ 3.7 $ — $ 3,928.9 Inter-segment sales 1.7 0.1 0.7 49.6 (52.1 ) — Total sales 2,368.4 927.1 632.2 53.3 (52.1 ) 3,928.9 EBITDA 70.5 7.3 22.4 (30.2 ) — 70.0 Depreciation and amortization 15.2 3.8 4.2 5.0 — 28.2 Capital expenditures 8.5 1.2 0.4 7.6 — 17.7 For the three months ended September 27, 2014 Net external sales $ 2,249.9 $ 868.8 $ 575.0 $ 3.9 $ — $ 3,697.6 Inter-segment sales 1.5 0.1 0.7 42.3 (44.6 ) — Total sales 2,251.4 868.9 575.7 46.2 (44.6 ) 3,697.6 EBITDA 55.5 7.6 24.0 (24.4 ) — 62.7 Depreciation and amortization 16.5 3.9 3.7 6.1 — 30.2 Capital expenditures 6.8 1.7 1.2 7.6 — 17.3 Total assets by reportable segment, excluding intercompany receivables between segments, are as follows: (In millions) As of As of Performance Foodservice $ 1,968.8 $ 1,915.7 PFG Customized 637.3 649.8 Vistar 541.9 539.2 Corporate & All Other 256.7 286.2 Total assets $ 3,404.7 $ 3,390.9 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 26, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On October 6, 2015, the Company completed its IPO of 16,675,000 shares of common stock for cash consideration of $19.00 per share ($17.955 per share net of underwriting discounts), including the exercise in full by the underwriters of their option to purchase additional shares. The Company sold an aggregate of 12,777,325 shares of such common stock for an aggregate offering price of the amount sold of $242.8 million, and certain selling stockholders sold 3,897,675 shares. In connection with the offering the Company paid the underwriters a discount of $1.045 per share, for a total underwriting discount of approximately $13.4 million. In addition, the Company incurred other expenses estimated at $5.7 million in connection with the offering. This offering generated aggregate net proceeds to the Company of approximately $223.7 million, net of underwriting discounts and commissions and direct offering expenses. Using the net proceeds from the IPO, the Company repaid $223.0 million aggregate principal amount of indebtedness under the Term Facility. Management has evaluated subsequent events through November 4, 2015, the date that the financial statements were available to be issued. Any items noted have been properly reflected or disclosed in the consolidated financial statements and accompanying notes above. |
Recently Issued Accounting Pr25
Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Sep. 26, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers – Deferral of the Effective Date, In July 2015, the FASB issued Accounting Standards Update (ASU) 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In August 2015, the FASB issued Accounting Standards Update (ASU) 2015-15, Interest — Imputation of Interest |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 26, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following: (In millions) As of September 26, 2015 As of June 27, 2015 ABL $ 723.2 $ 665.7 Term Facility 732.6 734.4 Promissory Note 5.2 5.1 Long-term debt 1,461.0 1,405.2 Capital and finance lease obligations 36.2 37.3 Total debt 1,497.2 1,442.5 Less: current installments (12.4 ) (12.9 ) Total debt, excluding current installments $ 1,484.8 $ 1,429.6 |
Derivatives and Hedging Activ27
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Sep. 26, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Swap Agreements | The following table summarizes the outstanding Swap Agreements as of September 26, 2015 (in millions): Effective Date Maturity Date Notional Amount Fixed Rate Swapped June 30, 2014 June 30, 2017 200.0 1.52 % June 30, 2014 June 30, 2017 100.0 1.52 % August 9, 2013 August 9, 2018 200.0 1.51 % June 30, 2014 June 30, 2016 150.0 1.47 % June 30, 2014 June 30, 2016 100.0 1.47 % |
Summary of Fair Value of Derivative Financial Instruments | The table below presents the fair value of the derivative financial instruments as well as their classification on the balance sheet as of September 26, 2015 and June 27, 2015: Fair Value of Derivative Instruments (in millions) Asset Derivatives Liability Derivatives As of September 26, As of June 27, 2015 As of September 26, As of June 27, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments under ASC 815-20: Interest rate swaps Prepaid $ — Prepaid $ — Current $ 6.2 Current $ 6.1 Interest rate swaps Other — Other 0.2 Long- 2.9 Long- 1.3 Total $ — $ 0.2 $ 9.1 $ 7.4 Derivatives not designated as hedging instruments under ASC 815-20: Diesel fuel collars Prepaid $ — Prepaid $ — Current $ 2.8 Current $ 1.7 Diesel fuel collars Other — Other — Long- 0.1 Long- — Total $ — $ — $ 2.9 $ 1.7 |
Summary of Derivative Assets and Liability Balance by Type of Financial Instrument Before and After Effects of Offsetting | The tables below present the derivative assets and liability balance by type of financial instrument, before and after the effects of offsetting, as of September 26, 2015 and June 27, 2015: As of September 26, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ — $ — $ — $ — $ — $ — Diesel fuel collars: — — — — — — Total derivatives, subject to a master netting arrangement — — — — — — As of September 26, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ 9.1 $ — $ 9.1 $ — $ — $ 9.1 Diesel fuel collars: 2.9 — 2.9 — — 2.9 Total derivatives, subject to a master netting arrangement 12.0 — 12.0 — — 12.0 As of June 27, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ 0.2 $ — $ 0.2 $ 0.2 $ — $ — Diesel fuel collars: — — — — — — Total derivatives, subject to a master netting arrangement 0.2 — 0.2 0.2 — — As of June 27, 2015 Gross Gross Amounts Net Amounts of Gross Amounts Not Offset in (In millions) Financial Cash Net Interest rate swaps: $ 7.4 $ — $ 7.4 $ 0.2 $ — $ 7.2 Diesel fuel collars: 1.7 — 1.7 — — 1.7 Total derivatives, subject to a master netting arrangement 9.1 — 9.1 0.2 — 8.9 |
Summary of Effect of Derivative Financial Instruments Designated in Hedging Relationships on Consolidated Statement of Operations | The tables below present the effect of the derivative financial instruments designated in hedging relationships on the consolidated statement of operations for the three-month periods ended September 26, 2015 and September 27, 2014: Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statement of Operations for the Three Month Period Ended September 26, 2015 (in millions) Derivatives in FASB ASC 815-20 Cash Flow Hedging Relationships Amount of Location of Loss Amount of Location of Amount of Interest Rate Swaps $ 2.9 Interest expense $ (2.0 ) Other, net $ — Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statement of Operations for the Three Month Period Ended September 27, 2014 (in millions) Derivatives in FASB ASC 815-20 Cash Flow Hedging Relationships Amount of Location of Loss Amount of Location of Amount of Interest Rate Swaps $ (0.1 ) Interest expense $ (2.0 ) Other, net $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 26, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted Earnings Per Share Computations | A reconciliation of the numerators and denominators for the basic and diluted EPS computations is as follows: ($ in millions, except share and per share amounts) Three months Three months Numerator: Net income $ 12.2 $ 6.6 Denominator: Weighted-average common shares outstanding 86,885,548 86,874,101 Dilutive effect of share-based awards 767,612 726,073 Weighted-average dilutive shares outstanding 87,653,160 87,600,174 Basic earnings per share $ 0.14 $ 0.08 Diluted earnings per share $ 0.14 $ 0.08 |
Other, net (Tables)
Other, net (Tables) | 3 Months Ended |
Sep. 26, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other NonOperating Income Expense | Other, net consisted of the following: (In millions) For the three months For the three months Change in fair value loss on derivatives for forecasted diesel fuel purchased $ 1.2 $ 0.2 Cash settlements on derivatives for forecasted diesel fuel purchases 1.0 — Other, net $ 2.2 $ 0.2 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 26, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Corporate & All Other is comprised of corporate overhead and certain operations that are not considered separate reportable segments based on their size. This includes the operations of the Company’s internal logistics unit responsible for managing and allocating inbound logistics revenue and expense. (In millions) Performance PFG Vistar Corporate Eliminations Consolidated For the three months ended September 26, 2015 Net external sales $ 2,366.7 $ 927.0 $ 631.5 $ 3.7 $ — $ 3,928.9 Inter-segment sales 1.7 0.1 0.7 49.6 (52.1 ) — Total sales 2,368.4 927.1 632.2 53.3 (52.1 ) 3,928.9 EBITDA 70.5 7.3 22.4 (30.2 ) — 70.0 Depreciation and amortization 15.2 3.8 4.2 5.0 — 28.2 Capital expenditures 8.5 1.2 0.4 7.6 — 17.7 For the three months ended September 27, 2014 Net external sales $ 2,249.9 $ 868.8 $ 575.0 $ 3.9 $ — $ 3,697.6 Inter-segment sales 1.5 0.1 0.7 42.3 (44.6 ) — Total sales 2,251.4 868.9 575.7 46.2 (44.6 ) 3,697.6 EBITDA 55.5 7.6 24.0 (24.4 ) — 62.7 Depreciation and amortization 16.5 3.9 3.7 6.1 — 30.2 Capital expenditures 6.8 1.7 1.2 7.6 — 17.3 |
Summary Assets by Reportable Segment , Excluding Intercompany Receivables | Total assets by reportable segment, excluding intercompany receivables between segments, are as follows: (In millions) As of As of Performance Foodservice $ 1,968.8 $ 1,915.7 PFG Customized 637.3 649.8 Vistar 541.9 539.2 Corporate & All Other 256.7 286.2 Total assets $ 3,404.7 $ 3,390.9 |
Summary of Business Activities
Summary of Business Activities - Additional Information (Detail) | Oct. 06, 2015$ / sharesshares | Aug. 28, 2015$ / shares | Sep. 26, 2015$ / shares | Jun. 27, 2015$ / shares |
Business Description [Line Items] | ||||
Reverse stock split | 0.485 for one | |||
Reverse stock split conversion ratio | 0.485 | |||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Subsequent Event [Member] | Common Stock [Member] | IPO [Member] | ||||
Business Description [Line Items] | ||||
Issuance of common shares | 16,675,000 | |||
Issuance of common shares | 3,897,675 | |||
Issuance of common shares, price per share | $ / shares | $ 19 | |||
Subsequent Event [Member] | Parent Company [Member] | Common Stock [Member] | IPO [Member] | ||||
Business Description [Line Items] | ||||
Issuance of common shares | 12,777,325 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | 3 Months Ended |
Sep. 26, 2015USD ($) | |
Business Combinations [Abstract] | |
Payment for acquisition | $ 8.9 |
Business combination, goodwill increased during period | $ 4.3 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Millions | Sep. 26, 2015 | Jun. 27, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,461 | $ 1,405.2 |
Capital and finance lease obligations | 36.2 | 37.3 |
Total debt | 1,497.2 | 1,442.5 |
Total debt | 1,497.2 | 1,442.5 |
Less: current installments | (12.4) | (12.9) |
Total debt, excluding current installments | 1,484.8 | 1,429.6 |
ABL [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 723.2 | 665.7 |
Term Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 732.6 | 734.4 |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 5.2 | $ 5.1 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Oct. 06, 2015 | Dec. 21, 2012 | May. 25, 2013 | May. 31, 2012 | Sep. 26, 2015 | Sep. 27, 2014 | Jun. 27, 2015 |
Debt Instrument [Line Items] | |||||||
Debt instrument description of variable rate | At a rate equal to a margin over either (a) a Base Rate determined by reference to the higher of (1) the rate of interest published by Credit Suisse (AG), Cayman Islands Branch, as its "prime lending rate," (2) the federal funds rate plus 0.50%, and (3) one-month LIBOR rate plus 1.00% or (b) a LIBOR rate determined by reference to the service selected by Credit Suisse (AG), Cayman Islands Branch that has been nominated by the British Bankers' Association (or any successor thereto). | ||||||
Net proceeds from term loan facility | $ 746,300,000 | ||||||
Repayments on Term Facility | 1,900,000 | $ 1,900,000 | |||||
Long-term debt | $ 1,461,000,000 | $ 1,405,200,000 | |||||
Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayments on Term Facility | $ 223,000,000 | ||||||
ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, agreement date | May 23, 2008 | ||||||
Debt instrument description of variable rate | (a) the Base Rate (defined as the greater of (i) the Federal Funds Rate in effect on such date plus 0.5%, (ii) the Prime Rate on such day, or (iii) one month LIBOR plus 1.0%) plus a spread or (b) LIBOR plus a spread. | ||||||
Credit facility, outstanding amount | $ 723,200,000 | 665,700,000 | |||||
Letters of credit outstanding amount | 97,900,000 | 102,500,000 | |||||
Excess availability, amount | 578,900,000 | 631,800,000 | |||||
Debt amount reserve by lender | $ 23,400,000 | 19,700,000 | |||||
Debt instrument average interest rate | 1.86% | ||||||
Credit facility, covenant term | (a) the greater of (i) $130.0 million and (ii) 10% of the lesser of the borrowing base and the revolving credit facility amount for five consecutive business days or (b) 7.5% of the revolving credit facility amount at any time. | ||||||
Committed amount to be maintained under the covenant | $ 130,000,000 | ||||||
Covenant borrowing base, percentage | 10.00% | ||||||
Revolver commitment percentage | 7.50% | ||||||
ABL Facility [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, commitment fee percentage | 0.25% | ||||||
ABL Facility [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, commitment fee percentage | 0.375% | ||||||
ABL Facility [Member] | Federal Funds Effective Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
ABL Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
ABL Facility [Member] | Before Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 1,100,000,000 | ||||||
ABL Facility [Member] | Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 1,400,000,000 | ||||||
Credit facility, maturity period | 2017-05 | ||||||
Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, agreement date | May 14, 2013 | ||||||
Basis spread on variable rate | 1.00% | ||||||
Debt instruments face amount | $ 750,000,000 | ||||||
Payment of dividends | $ 220,000,000 | ||||||
Debt instruments additional borrowings | $ 140,000,000 | ||||||
Debt instrument leverage ratio | 5.90 | ||||||
Term loan facility outstanding percentage | 0.25% | ||||||
Unamortized discount on debt | $ 2,400,000 | ||||||
Amortization of original issue discount | $ 100,000 | 100,000 | |||||
Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument applicable margin rate | 5.25% | ||||||
Debt instrument floor rate | 1.00% | ||||||
Debt instrument applicable margin rate, decrease | 0.25% | ||||||
Term Loan Facility [Member] | Federal Funds Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Term Loan Facility [Member] | One Month Libor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument description of variable rate | LIBOR rate plus 1.00% | ||||||
Term Loan Facility [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument applicable margin rate | 4.25% | ||||||
Debt instrument floor rate | 2.00% | ||||||
Debt instrument applicable margin rate, decrease | 0.25% | ||||||
Term Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, outstanding amount | $ 735,000,000 | ||||||
Long-term debt | 732,600,000 | $ 734,400,000 | |||||
ABL Facility and Term Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant restrictive amount | 115,000,000 | ||||||
Unsecured Subordinated Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments face amount | $ 6,000,000 | ||||||
Amortization of original issue discount | $ 100,000 | $ 100,000 | |||||
Debt instruments amount, interest rate | 3.50% | ||||||
Debt instruments interest payment term | Quarterly | ||||||
Debt instruments due date | 2017-12 | ||||||
Initial fair value of promissory note related to acquisition | $ 4,200,000 | ||||||
Long-term debt | $ 5,200,000 |
Derivatives and Hedging Activ35
Derivatives and Hedging Activities - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | 15 Months Ended | ||
Sep. 26, 2015USD ($)Interest_Rate_Swapsgal | Sep. 27, 2014USD ($) | Oct. 01, 2016USD ($) | Dec. 31, 2016gal | Jun. 27, 2015USD ($) | |
Derivative [Line Items] | |||||
Non-monetary notional amount volume | gal | 13,200,000 | ||||
Unrealized gain (losses) on derivative instruments | $ (1,200,000) | $ (200,000) | |||
Expense for cash settlements in derivative instruments | (1,000,000) | $ 0 | |||
Aggregate fair value amount of derivative instruments | 12,000,000 | $ 8,900,000 | |||
Collateral posted relating to credit risk related contingent features | 0 | ||||
Termination value of derivatives | 12,000,000 | ||||
Other Expense [Member] | |||||
Derivative [Line Items] | |||||
Unrealized gain (losses) on derivative instruments | $ (1,200,000) | ||||
Scenario Forecast [Member] | |||||
Derivative [Line Items] | |||||
Reclassification earnings to interest expense | $ 6,400,000 | ||||
Non-monetary notional amount volume | gal | 7,800,000 | ||||
Interest Rate Swaps [Member] | |||||
Derivative [Line Items] | |||||
Number of interest rate swaps | Interest_Rate_Swaps | 5 | ||||
Notional Amount | $ 750,000,000 |
Derivatives and Hedging Activ36
Derivatives and Hedging Activities - Schedule of Outstanding Swap Agreements (Detail) | 3 Months Ended |
Sep. 26, 2015USD ($) | |
Interest Rate Swap Agreement One [Member] | |
Derivative [Line Items] | |
Effective Date | Jun. 30, 2014 |
Maturity Date | Jun. 30, 2017 |
Notional Amount | $ 200,000,000 |
Fixed Rate Swapped | 1.52% |
Interest Rate Swap Agreement Two [Member] | |
Derivative [Line Items] | |
Effective Date | Jun. 30, 2014 |
Maturity Date | Jun. 30, 2017 |
Notional Amount | $ 100,000,000 |
Fixed Rate Swapped | 1.52% |
Interest Rate Swap Agreement Three [Member] | |
Derivative [Line Items] | |
Effective Date | Aug. 9, 2013 |
Maturity Date | Aug. 9, 2018 |
Notional Amount | $ 200,000,000 |
Fixed Rate Swapped | 1.51% |
Interest Rate Swap Agreement Four [Member] | |
Derivative [Line Items] | |
Effective Date | Jun. 30, 2014 |
Maturity Date | Jun. 30, 2016 |
Notional Amount | $ 150,000,000 |
Fixed Rate Swapped | 1.47% |
Interest Rate Swap Agreement Five [Member] | |
Derivative [Line Items] | |
Effective Date | Jun. 30, 2014 |
Maturity Date | Jun. 30, 2016 |
Notional Amount | $ 100,000,000 |
Fixed Rate Swapped | 1.47% |
Derivatives and Hedging Activ37
Derivatives and Hedging Activities - Summary of Fair Value of Derivative Financial Instruments (Detail) - USD ($) $ in Millions | Sep. 26, 2015 | Jun. 27, 2015 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | $ 0.2 | |
Liability Derivatives Fair Value | $ 12 | 9.1 |
Derivatives Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 0.2 | |
Liability Derivatives Fair Value | 9.1 | 7.4 |
Derivatives Not Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 2.9 | 1.7 |
Interest Rate Swaps [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | 0.2 | |
Liability Derivatives Fair Value | 9.1 | 7.4 |
Diesel Fuel Collars [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 2.9 | 1.7 |
Current Derivative Liabilities [Member] | Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 6.2 | 6.1 |
Current Derivative Liabilities [Member] | Diesel Fuel Collars [Member] | Derivatives Not Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 2.8 | 1.7 |
Long-Term Derivative Liabilities [Member] | Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | 2.9 | 1.3 |
Long-Term Derivative Liabilities [Member] | Diesel Fuel Collars [Member] | Derivatives Not Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives Fair Value | $ 0.1 | |
Other Assets [Member] | Interest Rate Swaps [Member] | Derivatives Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | $ 0.2 |
Derivatives and Hedging Activ38
Derivatives and Hedging Activities - Summary of Derivative Assets and Liability Balance by Type of Financial Instrument Before and After Effects of Offsetting (Detail) - USD ($) $ in Millions | Sep. 26, 2015 | Jun. 27, 2015 |
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | $ 0.2 | |
Gross Amounts Offset in the Consolidated Balance Sheet, Assets | $ 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheet | 0.2 | |
Gross Amounts Not Off the Consolidated Balance Sheet - Financial Instruments, Assets | 0.2 | |
Gross Amounts Not Off the Consolidated Balance Sheet - Cash Collateral Pledged, Assets | 0 | 0 |
Net Amounts, Assets | 0 | 0 |
Gross Amounts of Recognized Liabilities | 12 | 9.1 |
Gross Amounts Offset in the Consolidated Balance Sheet, Liabilities | 0 | 0 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet | 12 | 9.1 |
Gross Amounts Not Off the Consolidated Balance Sheet - Financial Instruments, Liabilities | 0.2 | |
Gross Amounts Not Off the Consolidated Balance Sheet - Cash Collateral Pledged, Liabilities | 0 | 0 |
Net Amounts, Liabilities | 12 | 8.9 |
Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 0.2 | |
Gross Amounts Offset in the Consolidated Balance Sheet, Assets | 0 | 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheet | 0.2 | |
Gross Amounts Not Off the Consolidated Balance Sheet - Financial Instruments, Assets | 0.2 | |
Gross Amounts Not Off the Consolidated Balance Sheet - Cash Collateral Pledged, Assets | 0 | 0 |
Net Amounts, Assets | 0 | 0 |
Gross Amounts of Recognized Liabilities | 9.1 | 7.4 |
Gross Amounts Offset in the Consolidated Balance Sheet, Liabilities | 0 | 0 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet | 9.1 | 7.4 |
Gross Amounts Not Off the Consolidated Balance Sheet - Financial Instruments, Liabilities | 0.2 | |
Gross Amounts Not Off the Consolidated Balance Sheet - Cash Collateral Pledged, Liabilities | 0 | 0 |
Net Amounts, Liabilities | 9.1 | 7.2 |
Diesel Fuel Collars [Member] | ||
Derivative [Line Items] | ||
Gross Amounts Offset in the Consolidated Balance Sheet, Assets | 0 | 0 |
Gross Amounts Not Off the Consolidated Balance Sheet - Cash Collateral Pledged, Assets | 0 | 0 |
Net Amounts, Assets | 0 | 0 |
Gross Amounts of Recognized Liabilities | 2.9 | 1.7 |
Gross Amounts Offset in the Consolidated Balance Sheet, Liabilities | 0 | 0 |
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet | 2.9 | 1.7 |
Gross Amounts Not Off the Consolidated Balance Sheet - Cash Collateral Pledged, Liabilities | 0 | 0 |
Net Amounts, Liabilities | $ 2.9 | $ 1.7 |
Derivatives and Hedging Activ39
Derivatives and Hedging Activities - Summary of Effect of Derivative Financial Instruments Designated in Hedging Relationships on Consolidated Statement of Operations (Detail) - Interest Rate Swaps [Member] - Derivatives Designated as Hedging Instruments Under ASC 815-20 [Member] - Cash Flow Hedging [Member] - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss (Gain) Recognized in OCI on Derivative (Effective Portion), including all tax effects | $ 2.9 | $ (0.1) |
Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of (Loss) Gain Reclassified from OCI into Income (Effective Portion) | (2) | (2) |
Other Net [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/ (Loss) Recognized in Income on Derivatives (Cumulative Ineffective Portion and Amount Excluded from Effectiveness Testing) | $ 0 | $ 0 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | Sep. 26, 2015 | Jun. 27, 2015 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Long-term debt, carrying value | $ 1,461 | $ 1,405.2 |
Funds deposited in insurance trusts | 20.2 | 20.2 |
Fair Value Inputs Level 2 [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Long-term debt, carrying value | 1,461 | 1,405.2 |
Fair value of long term debt | 1,462.7 | 1,406 |
Fair Value Inputs Level 1 [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Funds deposited in insurance trusts | $ 10.2 | $ 10.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Jun. 27, 2015 | |
Income Tax Contingency [Line Items] | |||
Effective income tax rate | 41.30% | 41.40% | |
U.S. federal corporate income tax rate | 35.00% | ||
Net deferred tax assets | $ 37,700,000 | $ 36,800,000 | |
Net deferred tax liabilities | 118,000,000 | $ 119,600,000 | |
Unrecognized tax benefits | 900,000 | $ 700,000 | |
Decrease in unrecognized tax benefits | 300,000 | ||
Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Interest related to uncertain tax positions | 100,000 | 100,000 | |
Net interest (expense) benefit | 100,000 | 100,000 | |
Maximum [Member] | Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Interest related to uncertain tax positions | 100,000 | 100,000 | |
Net interest (expense) benefit | $ 100,000 | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Sep. 26, 2015 | Dec. 27, 2014 | |
Commitments And Contingencies [Line Items] | ||
Outstanding contracts and purchase orders for capital projects | $ 13,700,000 | |
Undiscounted maximum amount for lease guarantees | 21,200,000 | |
Future guarantee annual payments | $ 200,000 | |
Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Operating lease agreements range | 5.00% | |
Operating lease expiration term | 5 years | |
Operating lease expiration dates | 2,015 | |
Maximum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Operating lease agreements range | 25.00% | |
Operating lease expiration term | 7 years | |
Operating lease expiration dates | 2,022 | |
Multiemployer Pension Plans [Member] | ||
Commitments And Contingencies [Line Items] | ||
Estimated withdrawal liability | $ 6,900,000 | |
Withdrawal liability | $ 2,800,000 | |
Voluntary withdrawal payment on liability or obligation | 800,000 | |
Multiemployer Pension Plans [Member] | Current Period Estimates [Member] | ||
Commitments And Contingencies [Line Items] | ||
Estimated withdrawal liability | $ 6,100,000 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Term Facility [Member] | ||
Related Party Transaction [Line Items] | ||
Credit facility, outstanding amount | $ 735,000,000 | |
Blackstone Group and Wellspring Capital Management [Member] | ||
Related Party Transaction [Line Items] | ||
Description of related party transaction advisory fee payable | The annual advisory fee is the greater of $2.5 million or 1.5% of the Company's consolidated EBITDA (as defined in the advisory fee agreement) for the immediately preceding fiscal year. | |
Minimum EBITDA amount required for payment | $ 2,500,000 | |
Percentage of EBITDA amount required for payment of annual advisory fee | 1.50% | |
Annual payment and reimbursements to affiliates | $ 5,000,000 | $ 4,400,000 |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Lease rental to related parties and property taxes paid | 100,000 | 100,000 |
Blackstone Group [Member] | ||
Related Party Transaction [Line Items] | ||
Sales to related parties | 6,700,000 | 7,200,000 |
Purchases from related party | 0 | 700,000 |
Term facility outstanding held by related party | 18,100,000 | |
Related-party interest expense | $ 300,000 | $ 500,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted Earnings Per Share Computations (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Numerator: | ||
Net income | $ 12.2 | $ 6.6 |
Denominator: | ||
Weighted-average common shares outstanding | 86,885,548 | 86,874,101 |
Dilutive effect of share-based awards | 767,612 | 726,073 |
Weighted-average dilutive shares outstanding | 87,653,160 | 87,600,174 |
Basic earnings per share | $ 0.14 | $ 0.08 |
Diluted earnings per share | $ 0.14 | $ 0.08 |
Stock Compensation - Additional
Stock Compensation - Additional Information (Detail) | Sep. 30, 2015shares | Sep. 27, 2015shares | Jul. 30, 2015 | Dec. 26, 2015USD ($) | Sep. 26, 2015USD ($)Tranchesshares | Sep. 27, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ | $ 1,100,000 | $ 200,000 | ||||
Compensation expense, period for recognition | 4 years | |||||
Shares granted to employees | 144,000 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted to employees | 525,000 | |||||
Performance Vesting Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted to employees | 144,000 | |||||
Subsequent Event [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, options forfeitures | 3,730,000 | |||||
Share-based compensation, options granted | 1,460,000 | |||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, other than options granted | 2,270,000 | |||||
2007 Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Contractual term of awards | 10 years | |||||
Number of Tranches | Tranches | 3 | |||||
Tax benefit related to compensation cost | $ | $ 0 | |||||
Compensation expense | $ | $ 40,000,000 | |||||
Term of repurchase right following a participants retirement or termination of employment | 1 year | |||||
Requisite service period | 10 years 8 months 12 days | |||||
Award vesting period | 5 years | |||||
Share-based compensation, options granted | 0 | |||||
Description of award | These awards are comprised of three equal portions exercisable for one-third of the grant with vesting consistent with past grants. | |||||
2007 Option Plan [Member] | Tranche 1 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ | $ 300,000 | $ 200,000 | ||||
Compensation expense | $ | $ 4,600,000 | |||||
2007 Option Plan [Member] | Time Based Vesting [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation arrangement by Share-based payment award, annual award vesting rights | 20.00% | |||||
2007 Option Plan [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 6,445,982 | |||||
2007 Option Plan [Member] | Scenario Forecast [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost | $ | $ 3,800,000 | |||||
2007 Option Plan [Member] | Subsequent Event [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, options granted | 120,000 | |||||
2015 Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 4,850,000 | |||||
Compensation cost | $ | $ 800,000 | |||||
Total unrecognized compensation cost | $ | $ 14,300,000 |
Other, net - Schedule of Other
Other, net - Schedule of Other Non Operating Income Expense (Detail) - USD ($) | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Change in fair value loss on derivatives for forecasted diesel fuel purchased | $ 1,200,000 | $ 200,000 |
Cash settlements on derivatives for forecasted diesel fuel purchases | 1,000,000 | 0 |
Other, net | $ 2,200,000 | $ 200,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Sep. 26, 2015Segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Segment Reporting Information [Line Items] | ||
Total sales | $ 3,928.9 | $ 3,697.6 |
EBITDA | 70 | 62.7 |
Depreciation and amortization | 28.2 | 30.2 |
Capital expenditures | 17.7 | 17.3 |
Performance Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 2,366.7 | 2,249.9 |
PFG Customized [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 927 | 868.8 |
Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 631.5 | 575 |
Operating Segments [Member] | Performance Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 2,368.4 | 2,251.4 |
EBITDA | 70.5 | 55.5 |
Depreciation and amortization | 15.2 | 16.5 |
Capital expenditures | 8.5 | 6.8 |
Operating Segments [Member] | PFG Customized [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 927.1 | 868.9 |
EBITDA | 7.3 | 7.6 |
Depreciation and amortization | 3.8 | 3.9 |
Capital expenditures | 1.2 | 1.7 |
Operating Segments [Member] | Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 632.2 | 575.7 |
EBITDA | 22.4 | 24 |
Depreciation and amortization | 4.2 | 3.7 |
Capital expenditures | 0.4 | 1.2 |
Corporate And Other Non Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 53.3 | 46.2 |
EBITDA | (30.2) | (24.4) |
Depreciation and amortization | 5 | 6.1 |
Capital expenditures | 7.6 | 7.6 |
Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | (52.1) | (44.6) |
Eliminations [Member] | Performance Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 1.7 | 1.5 |
Eliminations [Member] | PFG Customized [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 0.1 | 0.1 |
Eliminations [Member] | Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 0.7 | 0.7 |
Corporate And Other Non Segment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | 49.6 | 42.3 |
Corporate and All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total sales | $ 3.7 | $ 3.9 |
Segment Information - Summary A
Segment Information - Summary Assets by Reportable Segment, Excluding Intercompany Receivables (Detail) - USD ($) $ in Millions | Sep. 26, 2015 | Jun. 27, 2015 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,404.7 | $ 3,390.9 |
Operating Segments [Member] | Performance Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,968.8 | 1,915.7 |
Operating Segments [Member] | PFG Customized [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 637.3 | 649.8 |
Operating Segments [Member] | Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 541.9 | 539.2 |
Corporate And Other Non Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 256.7 | $ 286.2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 06, 2015 | Sep. 26, 2015 | Sep. 27, 2014 |
Subsequent Event [Line Items] | |||
Repayments on Term Facility | $ 1.9 | $ 1.9 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Repayments on Term Facility | $ 223 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Underwriter discount, per share | $ 1.045 | ||
Underwriter discount, amount | $ 13.4 | ||
Other stock issuance expenses | 5.7 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from issuance of public offering, gross | 242.8 | ||
Proceeds from issuance of public offering, net | $ 223.7 | ||
Subsequent Event [Member] | Common Stock [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Issuance of common shares | 16,675,000 | ||
Issuance of common shares | 3,897,675 | ||
Issuance of common shares, price per share | $ 19 | ||
Issuance of common shares net of underwriter discount, price per share | $ 17.955 | ||
Subsequent Event [Member] | Term Loan Facility [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Repayments on Term Facility | $ 223 | ||
Subsequent Event [Member] | Parent Company [Member] | Common Stock [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Issuance of common shares | 12,777,325 |