Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2016 | Feb. 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | PFGC | |
Entity Registrant Name | Performance Food Group Company | |
Entity Central Index Key | 1,618,673 | |
Current Fiscal Year End Date | --07-01 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 103,541,651 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
Current assets: | ||
Cash | $ 11.7 | $ 10.9 |
Accounts receivable, less allowances of $21.1 and $16.3 | 990.1 | 968.2 |
Inventories, net | 985.1 | 919.7 |
Prepaid expenses and other current assets | 32.8 | 40.1 |
Total current assets | 2,019.7 | 1,938.9 |
Goodwill | 687.5 | 674 |
Other intangible assets, net | 168.3 | 149.3 |
Property, plant and equipment, net | 699.8 | 637 |
Restricted cash | 12.9 | 12.9 |
Other assets | 44.7 | 43.3 |
Total assets | 3,632.9 | 3,455.4 |
Current liabilities: | ||
Outstanding checks in excess of deposits | 189.4 | 159.6 |
Trade accounts payable | 850.4 | 918 |
Accrued expenses | 197.6 | 231.4 |
Long-term debt-current installments | 5.6 | |
Capital and finance lease obligations-current installments | 5.5 | 2.4 |
Derivative liabilities | 2.2 | 5.3 |
Total current liabilities | 1,250.7 | 1,316.7 |
Long-term debt | 1,299.3 | 1,111.6 |
Deferred income tax liability, net | 81.4 | 81.1 |
Capital and finance lease obligations, excluding current installments | 42.4 | 31.5 |
Other long-term liabilities | 105.5 | 111.7 |
Total liabilities | 2,779.3 | 2,652.6 |
Commitments and contingencies (Note 9) | ||
Shareholders' equity: | ||
Common Stock value | 1 | 1 |
Additional paid-in capital | 845.5 | 836.8 |
Accumulated other comprehensive income (loss), net of tax (expense) benefit of ($1.1) and $3.6 | 1.7 | (5.8) |
Accumulated earnings (deficit) | 5.4 | (29.2) |
Total shareholders' equity | 853.6 | 802.8 |
Total liabilities and shareholders' equity | $ 3,632.9 | $ 3,455.4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 21.1 | $ 16.3 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 100,124,258 | 99,901,288 |
Common stock, shares outstanding | 100,124,258 | 99,901,288 |
Accumulated other comprehensive income (loss), tax (expense) benefit | $ (1.1) | $ 3.6 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 26, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 4,051.8 | $ 3,893.9 | $ 8,097.9 | $ 7,822.8 |
Cost of goods sold | 3,534.6 | 3,407.1 | 7,069.4 | 6,854.9 |
Gross profit | 517.2 | 486.8 | 1,028.5 | 967.9 |
Operating expenses | 465.9 | 433 | 945.6 | 870.1 |
Operating profit | 51.3 | 53.8 | 82.9 | 97.8 |
Other expense, net: | ||||
Interest expense | 13.6 | 23.3 | 26.5 | 44.3 |
Other, net | (0.5) | 1 | (1.3) | 3.2 |
Other expense, net | 13.1 | 24.3 | 25.2 | 47.5 |
Income before taxes | 38.2 | 29.5 | 57.7 | 50.3 |
Income tax expense | 15.3 | 12 | 22.6 | 20.6 |
Net income | $ 22.9 | $ 17.5 | $ 35.1 | $ 29.7 |
Weighted-average common shares outstanding: | ||||
Basic | 100,112,604 | 99,107,828 | 100,031,544 | 92,996,688 |
Diluted | 102,650,384 | 100,367,528 | 102,476,652 | 94,081,176 |
Earnings per common share: | ||||
Basic | $ 0.23 | $ 0.18 | $ 0.35 | $ 0.32 |
Diluted | $ 0.22 | $ 0.17 | $ 0.34 | $ 0.32 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 26, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 22.9 | $ 17.5 | $ 35.1 | $ 29.7 |
Interest rate swaps: | ||||
Change in fair value, net of tax | 5 | 0.6 | 6 | (1.5) |
Reclassification adjustment, net of tax | 0.7 | 1.1 | 1.5 | 2.3 |
Other comprehensive income | 5.7 | 1.7 | 7.5 | 0.8 |
Total comprehensive income | $ 28.6 | $ 19.2 | $ 42.6 | $ 30.5 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | 2007 Option Plan [Member] | Common Stock Class A [Member] | Common Stock Class B [Member] | Common Stock Class B [Member]2007 Option Plan [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]2007 Option Plan [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated (Deficit) Earnings [Member] | |
Balance Beginning at Jun. 27, 2015 | $ 493 | $ 0.9 | $ 594.1 | $ (4.5) | $ (97.5) | ||||||
Balance Beginning, shares at Jun. 27, 2015 | 86,860,562 | 18,388 | |||||||||
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 | ||||||||
Issuance of common stock in initial public offering, net of underwriter commissions and offering costs | 223.7 | $ 0.1 | 223.6 | ||||||||
Issuance of common stock in initial public offering, net of underwriter commissions and offering costs, shares | 12,777,325 | ||||||||||
Issuance of common stock under stock-based compensation plans | $ 0.1 | $ 0.1 | |||||||||
Issuance of common stock under stock-based compensation plans , shares | 9,700 | 4,972 | |||||||||
Net income | 29.7 | 29.7 | |||||||||
Interest rate swaps | 0.8 | 0.8 | |||||||||
Stock-based compensation expense | 8.8 | 8.8 | |||||||||
Balance Ending at Dec. 26, 2015 | 756.1 | $ 1 | 826.6 | (3.7) | (67.8) | ||||||
Balance Ending, shares at Dec. 26, 2015 | 99,670,914 | ||||||||||
Balance Beginning at Jul. 02, 2016 | $ 802.8 | $ 1 | 836.8 | (5.8) | (29.2) | ||||||
Balance Beginning, shares at Jul. 02, 2016 | 99,901,288 | 99,901,288 | |||||||||
Issuance of common stock under stock-based compensation plans | $ (0.3) | (0.3) | |||||||||
Issuance of common stock under stock-based compensation plans , shares | 222,970 | ||||||||||
Net income | 35.1 | 35.1 | |||||||||
Interest rate swaps | 7.5 | 7.5 | |||||||||
Stock-based compensation expense | 8.1 | 8.1 | |||||||||
Balance Ending at Dec. 31, 2016 | $ 853.6 | $ 1 | 845.5 | $ 1.7 | 5.4 | ||||||
Balance Ending, shares at Dec. 31, 2016 | 100,124,258 | 100,124,258 | |||||||||
Change in accounting principle | [1] | $ 0.4 | $ 0.9 | $ (0.5) | |||||||
[1] | As of the beginning of fiscal 2017, the Company elected to early adopt the provisions of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The Company has made a policy election to account for forfeitures as they occur and recorded a cumulative-effect adjustment to Accumulated Deficit as of the date of adoption. Refer to Note 3. Recently Issued Accounting Pronouncements for further discussion of the adoption of ASU 2016-09. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2016 | Dec. 26, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 35.1 | $ 29.7 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities | ||
Depreciation | 43.3 | 38.2 |
Amortization of intangible assets | 16.6 | 18.6 |
Amortization of deferred financing costs and other | 2.2 | 10.3 |
Provision for losses on accounts receivables | 6.8 | 6.2 |
Expense related to modification of debt | 0.1 | |
Stock compensation expense | 8.1 | 8.8 |
Deferred income tax benefit | (4) | (6) |
Change in fair value of derivative assets and liabilities | (1.8) | 1.4 |
Other | 1.1 | 1.1 |
Changes in operating assets and liabilities, net | ||
Accounts receivable | (15.1) | (4.4) |
Inventories | (54.4) | (28) |
Prepaid expenses and other assets | 12.5 | (12.2) |
Trade accounts payable | (68.2) | (67.4) |
Outstanding checks in excess of deposits | 29.7 | 20.3 |
Accrued expenses and other liabilities | (37.5) | (5.9) |
Net cash (used in) provided by operating activities | (25.5) | 10.7 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (79.9) | (42.9) |
Net cash paid for acquisitions | (82.1) | (9.2) |
Proceeds from sale of property, plant and equipment | 0.2 | 0.6 |
Net cash used in investing activities | (161.8) | (51.5) |
Cash flows from financing activities: | ||
Net borrowings under ABL Facility | 192.8 | 42.7 |
Payments on Term Facility | (226.8) | |
Payments on financed property, plant and equipment | (1) | |
Net proceeds from initial public offering | 226.8 | |
Cash paid for debt issuance, extinguishment and modifications | (0.2) | |
Cash paid for acquisitions | (0.8) | |
Payments under capital and finance lease obligations | (2.4) | (2.2) |
Cash paid for shares withheld to cover taxes | (1.1) | |
Proceeds from exercise of stock options | 0.8 | 0.1 |
Net cash provided by financing activities | 188.1 | 40.6 |
Net increase (decrease) in cash | 0.8 | (0.2) |
Cash, beginning of period | 10.9 | 9.2 |
Cash, end of period | 11.7 | 9 |
Disposal of property, plant and equipment under sale-leaseback transaction | 3.2 | |
Debt assumed through new capital lease obligations | 19.6 | 0.1 |
Interest | 23.2 | 39.7 |
Income taxes, net of refunds | $ 10.2 | $ 29.4 |
Summary of Business Activities
Summary of Business Activities | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [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 restaurant chains, fast casual chains, and quick-service restaurants. The Company also serves schools, healthcare facilities, business and industry locations, and other institutional customers. Initial Public Offering On October 6, 2015, the Company completed an initial public offering (“IPO”) of 16,675,000 shares of common stock for a cash offering price of $19.00 per share ($17.955 per share net of underwriting discounts), including the exercise in full by underwriters of their option to purchase additional shares. The Company sold an aggregate of 12,777,325 shares of such common stock and certain selling stockholders sold 3,897,675 shares (including the shares sold pursuant to the underwriters’ option to purchase additional shares). The offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), on a registration statement on Form S-1 No. 333-198654). The aggregate offering price of the amount of newly issued common stock sold was $242.8 million. In connection with the offering, we paid the underwriters a discount of $1.045 per share, for a total underwriting discount of $13.4 million. In addition, the Company incurred direct offering expenses consisting of legal, accounting, and printing costs of $5.7 million in connection with the IPO, of which $2.6 million was paid during the six months ended December 26, 2015. We used the net offering proceeds to us, after deducting the underwriting discount and our direct offering expenses, to repay $223.0 million aggregate principal amount of indebtedness under a Credit Agreement providing for a term loan facility. We used the remainder of the net proceeds for general corporate purposes. Secondary Offerings In November 2016 and January 2017, certain selling stockholders sold an aggregate of 20,000,000 shares of the Company’s common stock in transactions registered under the Securities Act. The Company did not receive any proceeds from these sales. As a result of these sales, Blackstone’s ownership percentage was reduced to approximately 26.2%. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Dec. 31, 2016 | |
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 July 2, 2016 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K 10-K”). The 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. The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. Therefore these financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K. Certain |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 3. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting tax-related 2016-09 after-tax. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Companies may use either a full retrospective or modified retrospective approach for adoption of Topic 606. Topic 606, as amended by ASU 2015-14, 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 10-K. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash beginning-of-period end-of-period |
Business Combinations
Business Combinations | 6 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 4. Business Combinations During the first six months of fiscal 2017, the Company paid cash of $82.8 million for four acquisitions which increased goodwill by $14.2 million. During the first six months of fiscal 2016, the Company paid cash of $9.2 million for an acquisition which increased goodwill by $4.6 million. These acquisitions were immaterial to the consolidated financial statements. The Company recorded additions to goodwill in connection with its acquisitions. The following table presents the changes in the carrying amount of goodwill: (In millions) Performance Foodservice PFG Customized Vistar Other Total Balance as of July 2, 2016 $ 405.3 $ 166.5 $ 63.0 $ 39.2 $ 674.0 Acquisitions - current year — — 2.3 11.9 14.2 Adjustment related to prior year acquisitions — — (0.7 ) — (0.7 ) Balance as of December 31, 2016 $ 405.3 $ 166.5 $ 64.6 $ 51.1 $ 687.5 The adjustment related to prior year acquisitions is a result of a net working capital adjustment. In the normal course of business, the Company may enter into a non-binding Subsequent to December 31, 2016, The Company paid $62.5 million for two acquisitions. These acquisitions are immaterial to the consolidated financial statements. |
Debt
Debt | 6 Months Ended |
Dec. 31, 2016 | |
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 December 31, 2016 As of July 2, 2016 ABL Facility $ 957.8 $ 765.0 5.500% Notes due 2024 350.0 350.0 Promissory Note 6.0 6.0 Less: Original issue discount and deferred financing costs (8.9 ) (9.4 ) Long-term debt 1,304.9 1,111.6 Capital and finance lease obligations 47.9 33.9 Total debt 1,352.8 1,145.5 Less: current installments (11.1 ) (2.4 ) Total debt, excluding current installments $ 1,341.7 $ 1,143.1 ABL Facility PFGC, Inc. (“PFGC”), a wholly-owned subsidiary of the Company, is a party to the Second Amended and Restated Credit Agreement (the “ABL Facility”) dated February 1, 2016. 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. 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%. The following table summarizes outstanding borrowings, availability, and the average interest rate under the ABL Facility: (Dollars in millions) As of December 31, 2016 As of July 2, 2016 Aggregate borrowings $ 957.8 $ 765.0 Letters of credit 106.0 97.7 Excess availability, net of lenders’ reserves of $9.5 and $20.9 536.2 725.5 Average interest rate 2.14 % 1.87 % The ABL Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below 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. 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. Senior Notes On May 17, 2016, Performance Food Group, Inc. issued and sold $350.0 million aggregate principal amount of its 5.500% Senior Notes due 2024 (the “Notes”), pursuant to an indenture dated as of May 17, 2016. The Notes are jointly and severally guaranteed on a senior unsecured basis by PFGC and all domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). The Notes are not guaranteed by Performance Food Group Company. The proceeds from the Notes were used to pay in full the remaining outstanding aggregate principal amount of loans under a Credit Agreement providing for a term loan facility and to terminate the facility; to temporarily repay a portion of the outstanding borrowings under the ABL Facility; and to pay the fees, expenses, and other transaction costs incurred in connection with the Notes. The Notes were issued at 100.0% of their par value. The Notes mature on June 1, 2024 and bear interest at a rate of 5.500% per year, payable semi-annually in arrears. Upon the occurrence of a change of control triggering event or upon the sale of certain assets in which Performance Food Group, Inc. does not apply the proceeds as required, the holders of the Notes will have the right to require Performance Food Group, Inc. to make an offer to repurchase each holder’s Notes at a price equal to 101% (in the case of a change of control triggering event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest. Performance Food Group, Inc. may redeem all or a part of the Notes at any time prior to June 1, 2019 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus a make-whole premium and accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, beginning on June 1, 2019, Performance Food Group, Inc. may redeem all or a part of the Notes at a redemption price equal to 102.750% of the principal amount redeemed. The redemption price decreases to 101.325% and 100.000% of the principal amount redeemed on June 1, 2020 and June 1, 2021, respectively. In addition, at any time prior to June 1, 2019, Performance Food Group, Inc. may redeem up to 40% of the Notes from the proceeds of certain equity offerings at a redemption price equal to 105.500% of the principal amount thereof, plus accrued and unpaid interest. The indenture governing the Notes contains covenants limiting, among other things, PFGC and its restricted subsidiaries’ ability to incur or guarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; create certain restrictions on the ability of PFGC’s restricted subsidiaries to make dividends or other payments to PFGC; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Notes also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes to become or be declared due and payable. As of December 31, 2016, the outstanding aggregate principal amount of Notes was $350.0 million with unamortized original issue discount of $0.7 million and unamortized deferred financing costs of $7.8 million. For the three and six-month The ABL Facility and the indenture governing the Notes 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 $240.0 million of restricted payment capacity available under such debt agreements, as of December 31, 2016. 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 second quarter of fiscal 2017 and 2016, interest expense included $0.1 million related to this amortization. For the first six months of fiscal 2017 and 2016, interest expense included $0.2 million related to this amortization. As of December 31, 2016, the carrying value of the promissory note was $5.6 million. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Dec. 31, 2016 | |
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 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. As of December 31, 2016, Performance Food Group, Inc. had nine interest rate swaps with a combined $850 million notional amount. The following table summarizes the outstanding Swap Agreements as of December 31, 2016 (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, 2017 June 30, 2019 50.0 1.13 % June 30, 2017 June 30, 2020 50.0 1.23 % June 30, 2017 June 30, 2020 50.0 1.25 % June 30, 2017 June 30, 2020 50.0 1.26 % August 9, 2018 August 9, 2021 75.0 1.21 % August 9, 2018 August 9, 2021 75.0 1.20 % The tables below present the effect of the interest rate swaps designated as hedging relationships on the consolidated statement of operations for the three and six-month (in millions) Three months Three months Six months ended Six months ended Amount of (gain) loss recognized in OCI, pre-tax $ (8.2 ) $ (1.3 ) $ (9.8 ) $ 2.5 Tax expense (benefit) 3.2 0.7 3.8 (1.0 ) Amount of (gain) loss recognized in OCI, after-tax $ (5.0 ) $ (0.6 ) $ (6.0 ) $ 1.5 Amount of (loss) gain reclassified from OCI into interest expense, pre-tax $ (1.2 ) $ (1.9 ) $ (2.4 ) $ (3.9 ) Tax benefit 0.5 0.8 0.9 1.6 Amount of (loss) gain reclassified from OCI into interest expense, after-tax $ (0.7 ) $ (1.1 ) $ (1.5 ) $ (2.3 ) As interest payments are made on the Company’s variable rate debt, amounts are reclassified from Accumulated other comprehensive income to Interest expense. The Company recorded gains of $1.0 million and $1.4 million related to ineffectiveness on interest rate swaps during the three and six months ended December 31, 2016. The Company recorded no ineffectiveness on interest rate swaps during the three and six-month Hedges of Forecasted Diesel Fuel Purchases From time to time, Performance Food Group, Inc. enters into costless collar arrangements to manage its exposure to variability in cash flows expected to be paid for its forecasted purchases of diesel fuel. As of December 31, 2016, Performance Food Group, Inc. was a party to four such arrangements, with an aggregate 6.0 million gallon original notional amount. The 6.0 million gallon forecasted purchases of diesel fuel are expected to be made between January 1, 2017 and December 31, 2017. 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 $0.2 million in unrealized gains and $0.1 million in expense for cash settlements related to these fuel collars for the three-month period ended December 31, 2016, compared to $0.2 million in unrealized losses and $0.9 million in expense for cash settlements related to these fuel collars for the three-month period ended December 26, 2015. The Company recorded $0.4 million in unrealized gains and $0.2 million in expense for cash settlements related to these fuel collars for the six-month six-month 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 December 31, 2016 and July 2, 2016: (in millions) Balance Sheet Location Fair Value as of Fair Value as of Assets Derivatives designated as hedges: Interest rate swaps Other assets $ 6.2 $ — Derivatives not designated as hedges: Diesel fuel collars Prepaid expenses and other 0.1 $ 0.1 Total assets $ 6.3 0.1 Liabilities Derivatives designated as hedges: Interest rate swaps Current derivative liabilities $ 2.2 $ 4.9 Interest rate swaps Other long-term liabilities 0.1 4.9 Derivatives not designated as hedges: Diesel fuel collars Current derivative liabilities — 0.4 Total liabilities $ 2.3 $ 10.2 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 The Company has elected to present the derivative assets and derivative liabilities on the balance sheet on a gross basis for periods ended December 31, 2016 and July 2, 2016. The tables below present the derivative assets and liability balance, before and after the effects of offsetting, as of December 31, 2016 and July 2, 2016: December 31, 2016 July 2, 2016 (In millions) Gross Gross Amounts Net Gross Gross Amounts Net Total asset derivatives: $ 6.3 $ (0.5 ) $ 5.8 $ 0.1 $ 0.1 $ — Total liability derivatives: 2.3 (0.5 ) 1.8 10.2 0.1 10.1 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 fair value 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 July 2, 2016 to December 31, 2016. 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 December 31, 2016, the aggregate fair value amount of derivative instruments in a net liability position that contain contingent features was $1.8 million. As of December 31, 2016, 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 $1.8 million. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments 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 assets and liabilities are recorded at fair value on the balance sheet. The fair value of long-term debt, which has a carrying value of $1,304.9 million and $1,111.6 million, is $1,316.4 million and $1,127.9 million at December 31, 2016 and July 2, 2016, 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2016 | |
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. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company’s effective tax rate was 40.1% for the three months ending December 31, 2016 and 40.7% for the three months ending December 26, 2015. The Company’s effective tax rate was 39.2% for the six months ending December 31, 2016 and 41.0% for the six months ending December 26, 2015. For both the three and six month periods, the effective tax rate varied from the 35% statutory rate primarily due to state taxes, federal credits and other permanent items. The Company adopted ASU 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, As of December 31, 2016 and July 2, 2016, the Company had net deferred tax assets of $40.1 million and $44.6 million, respectively, and deferred tax liabilities of $121.5 million and $125.7 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 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2016 | |
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 and services totaling $15.9 million at December 31, 2016. Amounts due under these contracts were not included on the Company’s consolidated balance sheet as of December 31, 2016. 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 as determined by the Pension Benefit Guaranty Corporation. In connection with a 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 Company estimated the total withdrawal liability to be $6.9 million. The Company has made total payments for voluntary withdrawal of this plan in the amount of $1.3 million. As of December 31, 2016, the estimated outstanding withdrawal liability totaled $5.6 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 7% and 20% of the value of the leased assets at inception of the lease. These leases have original terms ranging from 4 to 8 years and expiration dates ranging from 2017 to 2023. As of December 31, 2016, the undiscounted maximum amount of potential future payments for lease guarantees totaled approximately $25.3 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, The Company participates in a purchasing alliance that was formed to obtain better pricing, to expand product options, to reduce internal costs, and to achieve greater inventory turnover. The Company may enter into agreements to guarantee a portion of the trade payables for such purchasing alliance to their various suppliers as an inducement for these suppliers to extend additional trade credit to the purchasing alliance. In the event of default by the purchasing alliance of their respective trade payables obligations, these suppliers may proceed directly against the Company to collect their trade payables. As of December 31, 2016, the Company had not entered into any such agreements. 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 losses are probable and reasonably estimable, they 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. U.S. Equal Employment Opportunity Commission Lawsuit Wilder, et al. v. Roma Food Enterprises, Inc., et al. (5) pre-judgment On October 4, 2016, we engaged in mediation with the plaintiffs, and on October 25, 2016, we indicated our non-binding Laumea v. Performance Food Group, Inc. sixty-day Vengris v. Performance Food Group, Inc. 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 | 6 Months Ended |
Dec. 31, 2016 | |
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 L.P. (“Blackstone”) and affiliates of Wellspring Capital Management (“Wellspring”) provide management certain strategic and structuring advice and certain monitoring, advising, and consulting services to the Company. The advisory fee agreement provides for the payment by the Company of an annual advisory fee 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. The payments made under this agreement, which includes reimbursable expenses incurred by Blackstone and Wellspring, totaled less than $0.1 million for the three-month periods ended December 31, 2016 and December 26, 2015 and $5.5 million and $5.0 million, for the six-month Under its terms, this agreement will terminate no later than the second anniversary of the closing date of the IPO, which was October 6, 2015. Other The Company does business with certain other affiliates of Blackstone. In the three-month period ended December 31, 2016, the Company recorded sales of $15.4 million to certain of these affiliate companies compared to sales of $12.5 million for the three-month period ended December 26, 2015. In the three-month period ended December 31, 2016, the Company recorded purchases from certain of these affiliate companies of $3.7 million. In the three-month period ended December 26, 2015, the Company recorded no purchases from affiliate companies. In the six-month six-month six-month six-month The Company participates in a group purchasing organization for the purchase of certain products and services from third-party vendors. In connection with purchases by its participants (including the Company), the purchasing organization receives a commission from the vendors in respect of such purchases. Blackstone has entered into a separate agreement with the purchasing organization whereby Blackstone receives a portion of the gross fees vendors pay to the purchasing organization based on the volume of purchases made by the Company. Our purchases through the purchasing organization were $7.0 million and $7.2 million for the three-month periods ended December 31, 2016 and December 26, 2015, respectively, and $14.5 million and 13.8 million for the six-month The Company participates in and has an equity method investment in a purchasing alliance that was formed to obtain better pricing, to expand product options, to reduce internal costs, and to achieve greater inventory turnover. The Company’s investment in the purchasing alliance was $4.1 million as of December 31, 2016 and $3.1 million as of July 2, 2016. During the three-month periods ended December 31, 2016 and December 26, 2015, the Company recorded purchases of $176.6 million and $83.7 million, respectively, through the purchasing alliance. During the six-month |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. Earnings Per Share Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. In computing diluted EPS, the average closing stock price for the period is used in determining the number of shares assumed to be purchased with the proceeds from the exercise of stock options under the treasury stock method. Potential common shares of 1,214,238 and 973,653 for the three and six months ended December 31, 2016, respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive. For the three-month and six-month ($ in millions, except share and per share amounts) Three months Three months Six months Six months Numerator: Net income $ 22.9 $ 17.5 $ 35.1 $ 29.7 Denominator: Weighted-average common shares outstanding 100,112,604 99,107,828 100,031,544 92,996,688 Dilutive effect of share-based awards 2,537,780 1,259,700 2,445,108 1,084,488 Weighted-average dilutive shares outstanding 102,650,384 100,367,528 102,476,652 94,081,176 Basic earnings per share $ 0.23 $ 0.18 $ 0.35 $ 0.32 Diluted earnings per share $ 0.22 $ 0.17 $ 0.34 $ 0.32 |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 12. 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. Beginning in the second quarter of fiscal 2017, this also includes the operating results from certain recent acquisitions. (In millions) Performance PFG Vistar Corporate Eliminations Consolidated For the three months ended December 31, 2016 Net external sales $ 2,356.8 $ 933.4 $ 737.4 $ 24.2 $ — $ 4,051.8 Inter-segment sales 1.4 0.1 0.5 53.7 (55.7 ) 0.0 Total sales 2,358.2 933.5 737.9 77.9 (55.7 ) 4,051.8 EBITDA 76.9 6.7 33.7 (35.1 ) — 82.2 Depreciation and amortization 14.0 3.6 6.6 6.2 — 30.4 Capital expenditures 34.1 2.7 0.8 7.5 — 45.1 For the three months ended December 26, 2015 Net external sales $ 2,314.5 $ 915.0 $ 660.5 $ 3.9 $ — $ 3,893.9 Inter-segment sales 1.8 0.1 0.7 48.5 (51.1 ) — Total sales 2,316.3 915.1 661.2 52.4 (51.1 ) 3,893.9 EBITDA 73.4 9.2 34.6 (35.8 ) — 81.4 Depreciation and amortization 15.4 3.7 4.3 5.2 — 28.6 Capital expenditures 10.4 1.5 5.0 8.3 — 25.2 (In millions) Performance Foodservice PFG Customized Vistar Corporate& All Other Eliminations Consolidated For the six months ended December 31, 2016 Net external sales $ 4,791.5 $ 1,800.1 $ 1,478.2 $ 28.1 $ — $ 8,097.9 Inter-segment sales 3.1 0.7 1.2 108.7 (113.7 ) 0.0 Total sales 4,794.6 1,800.8 1,479.4 136.8 (113.7 ) 8,097.9 EBITDA 150.7 10.6 56.3 (73.5 ) — 144.1 Depreciation and amortization 27.1 8.8 11.8 12.2 — 59.9 Capital expenditures 53.8 4.9 2.2 19.0 — 79.9 For the six months ended December 26, 2015 Net external sales $ 4,681.2 $ 1,842.0 $ 1,292.0 $ 7.6 $ — $ 7,822.8 Inter-segment sales 3.5 0.2 1.4 98.1 (103.2 ) — Total sales 4,684.7 1,842.2 1,293.4 105.7 (103.2 ) 7,822.8 EBITDA 143.9 16.5 57.0 (66.0 ) — 151.4 Depreciation and amortization 30.6 7.5 8.5 10.2 — 56.8 Capital expenditures 18.9 2.7 5.4 15.9 — 42.9 Total assets by reportable segment, excluding intercompany receivables between segments, are as follows: (In millions) As of December 31, 2016 As of July 2, 2016 PFS $ 2,011.8 $ 1,965.1 PFG Customized 665.6 626.2 Vistar 671.4 636.2 Corporate & All Other 284.1 227.9 Total assets $ 3,632.9 $ 3,455.4 |
Recently Issued Accounting Pr20
Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting tax-related 2016-09 after-tax. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Companies may use either a full retrospective or modified retrospective approach for adoption of Topic 606. Topic 606, as amended by ASU 2015-14, 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 10-K. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash beginning-of-period end-of-period |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Changes in Carrying Amount of Goodwill | The Company recorded additions to goodwill in connection with its acquisitions. The following table presents the changes in the carrying amount of goodwill: (In millions) Performance Foodservice PFG Customized Vistar Other Total Balance as of July 2, 2016 $ 405.3 $ 166.5 $ 63.0 $ 39.2 $ 674.0 Acquisitions - current year — — 2.3 11.9 14.2 Adjustment related to prior year acquisitions — — (0.7 ) — (0.7 ) Balance as of December 31, 2016 $ 405.3 $ 166.5 $ 64.6 $ 51.1 $ 687.5 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Schedule of Debt | Debt consisted of the following: (In millions) As of December 31, 2016 As of July 2, 2016 ABL Facility $ 957.8 $ 765.0 5.500% Notes due 2024 350.0 350.0 Promissory Note 6.0 6.0 Less: Original issue discount and deferred financing costs (8.9 ) (9.4 ) Long-term debt 1,304.9 1,111.6 Capital and finance lease obligations 47.9 33.9 Total debt 1,352.8 1,145.5 Less: current installments (11.1 ) (2.4 ) Total debt, excluding current installments $ 1,341.7 $ 1,143.1 |
ABL Facility [Member] | |
Schedule of Debt | The following table summarizes outstanding borrowings, availability, and the average interest rate under the ABL Facility: (Dollars in millions) As of December 31, 2016 As of July 2, 2016 Aggregate borrowings $ 957.8 $ 765.0 Letters of credit 106.0 97.7 Excess availability, net of lenders’ reserves of $9.5 and $20.9 536.2 725.5 Average interest rate 2.14 % 1.87 % |
Derivatives and Hedging Activ23
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Swap Agreements | The following table summarizes the outstanding Swap Agreements as of December 31, 2016 (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, 2017 June 30, 2019 50.0 1.13 % June 30, 2017 June 30, 2020 50.0 1.23 % June 30, 2017 June 30, 2020 50.0 1.25 % June 30, 2017 June 30, 2020 50.0 1.26 % August 9, 2018 August 9, 2021 75.0 1.21 % August 9, 2018 August 9, 2021 75.0 1.20 % |
Effect of Interest Rate Swaps Designated as Hedging Relationships on Consolidated Statement of Operations | The tables below present the effect of the interest rate swaps designated as hedging relationships on the consolidated statement of operations for the three and six-month (in millions) Three months Three months Six months ended Six months ended Amount of (gain) loss recognized in OCI, pre-tax $ (8.2 ) $ (1.3 ) $ (9.8 ) $ 2.5 Tax expense (benefit) 3.2 0.7 3.8 (1.0 ) Amount of (gain) loss recognized in OCI, after-tax $ (5.0 ) $ (0.6 ) $ (6.0 ) $ 1.5 Amount of (loss) gain reclassified from OCI into interest expense, pre-tax $ (1.2 ) $ (1.9 ) $ (2.4 ) $ (3.9 ) Tax benefit 0.5 0.8 0.9 1.6 Amount of (loss) gain reclassified from OCI into interest expense, after-tax $ (0.7 ) $ (1.1 ) $ (1.5 ) $ (2.3 ) |
Summary of Fair Value of Derivative Financial Instruments | 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 December 31, 2016 and July 2, 2016: (in millions) Balance Sheet Location Fair Value as of Fair Value as of Assets Derivatives designated as hedges: Interest rate swaps Other assets $ 6.2 $ — Derivatives not designated as hedges: Diesel fuel collars Prepaid expenses and other 0.1 $ 0.1 Total assets $ 6.3 0.1 Liabilities Derivatives designated as hedges: Interest rate swaps Current derivative liabilities $ 2.2 $ 4.9 Interest rate swaps Other long-term liabilities 0.1 4.9 Derivatives not designated as hedges: Diesel fuel collars Current derivative liabilities — 0.4 Total liabilities $ 2.3 $ 10.2 |
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, before and after the effects of offsetting, as of December 31, 2016 and July 2, 2016: December 31, 2016 July 2, 2016 (In millions) Gross Gross Amounts Net Gross Gross Amounts Net Total asset derivatives: $ 6.3 $ (0.5 ) $ 5.8 $ 0.1 $ 0.1 $ — Total liability derivatives: 2.3 (0.5 ) 1.8 10.2 0.1 10.1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
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 Six months Six months Numerator: Net income $ 22.9 $ 17.5 $ 35.1 $ 29.7 Denominator: Weighted-average common shares outstanding 100,112,604 99,107,828 100,031,544 92,996,688 Dilutive effect of share-based awards 2,537,780 1,259,700 2,445,108 1,084,488 Weighted-average dilutive shares outstanding 102,650,384 100,367,528 102,476,652 94,081,176 Basic earnings per share $ 0.23 $ 0.18 $ 0.35 $ 0.32 Diluted earnings per share $ 0.22 $ 0.17 $ 0.34 $ 0.32 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
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. Beginning in the second quarter of fiscal 2017, this also includes the operating results from certain recent acquisitions. (In millions) Performance PFG Vistar Corporate Eliminations Consolidated For the three months ended December 31, 2016 Net external sales $ 2,356.8 $ 933.4 $ 737.4 $ 24.2 $ — $ 4,051.8 Inter-segment sales 1.4 0.1 0.5 53.7 (55.7 ) 0.0 Total sales 2,358.2 933.5 737.9 77.9 (55.7 ) 4,051.8 EBITDA 76.9 6.7 33.7 (35.1 ) — 82.2 Depreciation and amortization 14.0 3.6 6.6 6.2 — 30.4 Capital expenditures 34.1 2.7 0.8 7.5 — 45.1 For the three months ended December 26, 2015 Net external sales $ 2,314.5 $ 915.0 $ 660.5 $ 3.9 $ — $ 3,893.9 Inter-segment sales 1.8 0.1 0.7 48.5 (51.1 ) — Total sales 2,316.3 915.1 661.2 52.4 (51.1 ) 3,893.9 EBITDA 73.4 9.2 34.6 (35.8 ) — 81.4 Depreciation and amortization 15.4 3.7 4.3 5.2 — 28.6 Capital expenditures 10.4 1.5 5.0 8.3 — 25.2 (In millions) Performance Foodservice PFG Customized Vistar Corporate& All Other Eliminations Consolidated For the six months ended December 31, 2016 Net external sales $ 4,791.5 $ 1,800.1 $ 1,478.2 $ 28.1 $ — $ 8,097.9 Inter-segment sales 3.1 0.7 1.2 108.7 (113.7 ) 0.0 Total sales 4,794.6 1,800.8 1,479.4 136.8 (113.7 ) 8,097.9 EBITDA 150.7 10.6 56.3 (73.5 ) — 144.1 Depreciation and amortization 27.1 8.8 11.8 12.2 — 59.9 Capital expenditures 53.8 4.9 2.2 19.0 — 79.9 For the six months ended December 26, 2015 Net external sales $ 4,681.2 $ 1,842.0 $ 1,292.0 $ 7.6 $ — $ 7,822.8 Inter-segment sales 3.5 0.2 1.4 98.1 (103.2 ) — Total sales 4,684.7 1,842.2 1,293.4 105.7 (103.2 ) 7,822.8 EBITDA 143.9 16.5 57.0 (66.0 ) — 151.4 Depreciation and amortization 30.6 7.5 8.5 10.2 — 56.8 Capital expenditures 18.9 2.7 5.4 15.9 — 42.9 |
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 December 31, 2016 As of July 2, 2016 PFS $ 2,011.8 $ 1,965.1 PFG Customized 665.6 626.2 Vistar 671.4 636.2 Corporate & All Other 284.1 227.9 Total assets $ 3,632.9 $ 3,455.4 |
Summary of Business Activities
Summary of Business Activities - Additional Information (Detail) - USD ($) | Oct. 06, 2015 | Jan. 31, 2017 | Dec. 26, 2015 | Dec. 31, 2016 |
Business Description [Line Items] | ||||
Payments on Term Facility | $ 226,800,000 | |||
IPO [Member] | ||||
Business Description [Line Items] | ||||
Underwriter discount, per share | $ 1.045 | |||
Underwriter discount, amount | $ 13,400,000 | |||
Accrued offering expense | 5,700,000 | |||
Payment for stock issuance cost | $ 2,600,000 | |||
Common Stock [Member] | ||||
Business Description [Line Items] | ||||
Issuance of common shares | 12,777,325 | |||
Proceeds from issuance of public offering, gross | $ 242,800,000 | |||
Common Stock [Member] | IPO [Member] | ||||
Business Description [Line Items] | ||||
Issuance of common shares | 16,675,000 | |||
Issuance of common shares, price per share | $ 19 | |||
Issuance of common shares net of underwriter discount, price per share | $ 17.955 | |||
Issuance of common shares | 12,777,325 | |||
Number of common shares sold by selling stockholders | 3,897,675 | |||
Common Stock [Member] | Secondary Offering [Member] | Blackstone Group [Member] | ||||
Business Description [Line Items] | ||||
Ownership percentage | 26.20% | |||
Common Stock [Member] | Secondary Offering [Member] | Subsequent Event [Member] | ||||
Business Description [Line Items] | ||||
Number of common shares sold by selling stockholders | 20,000,000 | |||
Proceeds from issuance of secondary offerings | $ 0 | |||
Term Loan Facility [Member] | IPO [Member] | ||||
Business Description [Line Items] | ||||
Payments on Term Facility | $ 223,000,000 |
Recently Issued Accounting Pr27
Recently Issued Accounting Pronouncements - Additional Information (Detail) - Accounting Standards Update 2016-09 [Member] - Adjustments for New Accounting Principle, Early Adoption [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative-effect adjustment to retained earnings, after-tax | $ 0.5 | |
Excess tax benefits related to exercised and vested share-based compensation awards recorder with in income tax expense | $ 0.4 | 0.9 |
Excess tax benefits related to employee stock-based compensation presented as cash flows from operating activities | $ 1.1 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | 1 Months Ended | 6 Months Ended | |
Oct. 02, 2017USD ($)Business-Combination | Dec. 31, 2016USD ($)Business-Combination | Dec. 26, 2015USD ($) | |
Business Acquisition [Line Items] | |||
Payment for acquisition | $ 82.1 | $ 9.2 | |
Business combination, goodwill increased during period | $ 14.2 | 4.6 | |
Number of acquisitions | Business-Combination | 4 | ||
Subsequent Event [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | Business-Combination | 2 | ||
Business Acquisition Cost [Member] | |||
Business Acquisition [Line Items] | |||
Payment for acquisition | $ 82.8 | $ 9.2 | |
Business Acquisition Cost [Member] | Subsequent Event [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Payment for acquisition | $ 62.5 |
Business Combination - Changes
Business Combination - Changes in Carrying Amount of Goodwill (Detail) $ in Millions | 6 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 674 |
Acquisitions - current year | 14.2 |
Adjustment related to prior year acquisitions | (0.7) |
Goodwill, Ending Balance | 687.5 |
Performance Foodservice [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 405.3 |
Goodwill, Ending Balance | 405.3 |
PFG Customized [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 166.5 |
Goodwill, Ending Balance | 166.5 |
Vistar [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 63 |
Acquisitions - current year | 2.3 |
Adjustment related to prior year acquisitions | (0.7) |
Goodwill, Ending Balance | 64.6 |
Other [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | 39.2 |
Acquisitions - current year | 11.9 |
Goodwill, Ending Balance | $ 51.1 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
Debt Instrument [Line Items] | ||
Less: Original issue discount and deferred | $ (8.9) | $ (9.4) |
Long-term debt | 1,304.9 | 1,111.6 |
Capital and finance lease obligations | 47.9 | 33.9 |
Total debt | 1,352.8 | 1,145.5 |
Total debt | 1,352.8 | 1,145.5 |
Less: current installments | (11.1) | (2.4) |
Total debt, excluding current installments | 1,341.7 | 1,143.1 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 957.8 | 765 |
5.500% Senior Notes due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 350 | 350 |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 6 | $ 6 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | May 17, 2016 | Dec. 21, 2012 | Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 26, 2015 | Jul. 02, 2016 |
Debt Instrument [Line Items] | |||||||
Debt Instrument, description of redemption | Upon the occurrence of a change of control triggering event or upon the sale of certain assets in which Performance Food Group Inc. does not apply the proceeds as required, the holders of the Notes will have the right to require Performance Food Group Inc. to make an offer to repurchase each holder’s Notes at a price equal to 101% (in the case of a change of control triggering event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest. Performance Food Group Inc. may redeem all or a part of the Notes at any time prior to June 1, 2019 at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus a make-whole premium and accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, beginning on June 1, 2019, Performance Food Group Inc. may redeem all or a part of the Notes at a redemption price equal to 102.750% of the principal amount redeemed. The redemption price decreases to 101.325% and 100.000% of the principal amount redeemed on June 1, 2020 and June 1, 2021, respectively. In addition, at any time prior to June 1, 2019, Performance Food Group Inc. may redeem up to 40% of the Notes from the proceeds of certain equity offerings at a redemption price equal to 105.500% of the principal amount thereof, plus accrued and unpaid interest. | ||||||
Long-term debt | $ 1,304,900,000 | $ 1,304,900,000 | $ 1,111,600,000 | ||||
Case of Asset Sale [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage price of principal amount at which debt can be redeemed | 100.00% | ||||||
Proceeds of Certain Equity Offerings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage price of principal amount at which debt can be redeemed | 105.50% | ||||||
Prior to June 1,2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage price of principal amount at which debt can be redeemed | 100.00% | ||||||
Prior to June 1,2019 [Member] | Proceeds of Certain Equity Offerings [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of debt that can be redeemed from proceeds of certain equity offerings | 40.00% | ||||||
Beginning on June 1,2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage price of principal amount at which debt can be redeemed | 102.75% | ||||||
On June 1,2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage price of principal amount at which debt can be redeemed | 101.325% | ||||||
On June 1,2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage price of principal amount at which debt can be redeemed | 100.00% | ||||||
ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
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, covenant term | 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. | ||||||
Committed amount to be maintained under the covenant | $ 130,000,000 | $ 130,000,000 | |||||
Covenant borrowing base, percentage | 10.00% | 10.00% | |||||
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% | ||||||
5.500% Senior Notes due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments face amount | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | ||||
Debt instruments amount, interest rate | 5.50% | 5.50% | 5.50% | ||||
Debt instruments maturity year | 2,024 | ||||||
Issue price of notes as a percentage of par value | 100.00% | ||||||
Debt Instrument maturity date | Jun. 1, 2024 | ||||||
Unamortized original issue discount | $ 700,000 | $ 700,000 | |||||
Unamortized deferred financing costs | 7,800,000 | 7,800,000 | |||||
Amortization of interest discount and deferred financing costs | 200,000 | 400,000 | |||||
5.500% Senior Notes due 2024 [Member] | Change of Control Triggering Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage price of principal amount at which debt can be redeemed | 101.00% | ||||||
ABL Facility and Term Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant restrictive amount | 240,000,000 | $ 240,000,000 | |||||
Unsecured Subordinated Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments face amount | $ 6,000,000 | ||||||
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 | ||||||
Original issue discount amortization | 100,000 | $ 100,000 | $ 200,000 | $ 200,000 | |||
Long-term debt | $ 5,600,000 | $ 5,600,000 |
Debt - Summary of Outstanding B
Debt - Summary of Outstanding Borrowings, Availability, and Average Interest Rate under ABL Facility (Detail) - ABL Facility [Member] - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
Debt Instrument [Line Items] | ||
Aggregate borrowings | $ 957.8 | $ 765 |
Letters of credit | 106 | 97.7 |
Excess availability, net of lenders' reserves of $9.5 and $20.9 | $ 536.2 | $ 725.5 |
Average interest rate | 2.14% | 1.87% |
Debt - Summary of Outstanding33
Debt - Summary of Outstanding Borrowings, Availability, and Average Interest Rate under ABL Facility (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt amount reserve by lender | $ 9.5 | $ 20.9 |
Derivatives and Hedging Activ34
Derivatives and Hedging Activities - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($)Interest_Rates_Swaps | Dec. 26, 2015USD ($) | Dec. 31, 2016USD ($)Interest_Rates_Swapsgal | Dec. 26, 2015USD ($) | Dec. 31, 2017gal | |
Derivative [Line Items] | |||||
Reclassification earnings to interest expense | $ 2,200,000 | ||||
Ineffectiveness on interest rate swaps | $ 1,000,000 | $ 0 | $ 1,400,000 | $ 0 | |
Non-monetary notional amount volume | gal | 6,000,000 | ||||
Unrealized gain (losses) on derivative instruments | $ 1,800,000 | (1,400,000) | |||
Expense for cash settlements in derivative instruments | 100,000 | 900,000 | 200,000 | 1,900,000 | |
Aggregate fair value amount of derivative instruments | 1,800,000 | 1,800,000 | |||
Termination value of derivatives | $ 1,800,000 | $ 1,800,000 | |||
Scenario Forecast [Member] | |||||
Derivative [Line Items] | |||||
Non-monetary notional amount volume | gal | 6,000,000 | ||||
Interest Rate Swaps [Member] | |||||
Derivative [Line Items] | |||||
Number of interest rate swaps | Interest_Rates_Swaps | 9 | 9 | |||
Notional Amount | $ 850,000,000 | $ 850,000,000 | |||
Other, Net [Member] | |||||
Derivative [Line Items] | |||||
Unrealized gain (losses) on derivative instruments | $ 200,000 | $ (200,000) | $ 400,000 | $ (1,400,000) |
Derivatives and Hedging Activ35
Derivatives and Hedging Activities - Schedule of Outstanding Swap Agreements (Detail) | 6 Months Ended |
Dec. 31, 2016USD ($) | |
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, 2017 |
Maturity Date | Jun. 30, 2019 |
Notional Amount | $ 50,000,000 |
Fixed Rate Swapped | 1.13% |
Interest Rate Swap Agreement Five [Member] | |
Derivative [Line Items] | |
Effective Date | Jun. 30, 2017 |
Maturity Date | Jun. 30, 2020 |
Notional Amount | $ 50,000,000 |
Fixed Rate Swapped | 1.23% |
Interest Rate Swap Agreement Six [Member] | |
Derivative [Line Items] | |
Effective Date | Jun. 30, 2017 |
Maturity Date | Jun. 30, 2020 |
Notional Amount | $ 50,000,000 |
Fixed Rate Swapped | 1.25% |
Interest Rate Swap Agreement Seven [Member] | |
Derivative [Line Items] | |
Effective Date | Jun. 30, 2017 |
Maturity Date | Jun. 30, 2020 |
Notional Amount | $ 50,000,000 |
Fixed Rate Swapped | 1.26% |
Interest Rate Swap Agreement Eight [Member] | |
Derivative [Line Items] | |
Effective Date | Aug. 9, 2018 |
Maturity Date | Aug. 9, 2021 |
Notional Amount | $ 75,000,000 |
Fixed Rate Swapped | 1.21% |
Interest Rate Swap Agreement Nine [Member] | |
Derivative [Line Items] | |
Effective Date | Aug. 9, 2018 |
Maturity Date | Aug. 9, 2021 |
Notional Amount | $ 75,000,000 |
Fixed Rate Swapped | 1.20% |
Derivatives and Hedging Activ36
Derivatives and Hedging Activities - Effect of Interest Rate Swaps Designated as Hedging Relationships on Consolidated Statement of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 26, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (gain) loss recognized in OCI, after-tax | $ (5) | $ (0.6) | $ (6) | $ 1.5 | |
Amount of (loss) gain reclassified from OCI into interest expense, after-tax | (0.7) | (1.1) | (1.5) | $ (2.3) | |
Cash Flow Hedging [Member] | Derivatives Designated as Hedging Instruments Under ASC 815-20 [Member] | Interest Rate Swaps [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of (gain) loss recognized in OCI, pre-tax | (8.2) | (1.3) | (9.8) | $ 2.5 | |
Tax expense (benefit) | 3.2 | 0.7 | 3.8 | (1) | |
Amount of (gain) loss recognized in OCI, after-tax | (5) | (0.6) | (6) | 1.5 | |
Amount of (loss) gain reclassified from OCI into interest expense, pre-tax | (1.2) | (1.9) | (2.4) | (3.9) | |
Tax benefit | 0.5 | 0.8 | 0.9 | 1.6 | |
Amount of (loss) gain reclassified from OCI into interest expense, after-tax | $ (0.7) | $ (1.1) | $ (1.5) | $ (2.3) |
Derivatives and Hedging Activ37
Derivatives and Hedging Activities - Summary of Fair Value of Derivative Financial Instruments (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | $ 6.3 | $ 0.1 |
Liability Derivatives Fair Value | 2.3 | 10.2 |
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 | 2.2 | 4.9 |
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 | 0.4 | |
Other Long-Term 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 | 0.1 | 4.9 |
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 | 6.2 | |
Prepaid Expenses and Other Current Assets [Member] | Diesel Fuel Collars [Member] | Derivatives Not Designated as Hedging Instruments Under ASC 815-20 [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives Fair Value | $ 0.1 | $ 0.1 |
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 | Dec. 31, 2016 | Jul. 02, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts Presented in the Consolidated Balance Sheet | $ 6.3 | $ 0.1 |
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements | 0.5 | 0.1 |
Net Amounts | 5.8 | |
Gross Amounts Presented in the Consolidated Balance Sheet | 2.3 | 10.2 |
Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements | 0.5 | 0.1 |
Net Amounts | $ 1.8 | $ 10.1 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
Reported Value Measurement [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Long-term debt, carrying value | $ 1,304.9 | $ 1,111.6 |
Fair Value Inputs Level 2 [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair value of long term debt | $ 1,316.4 | $ 1,127.9 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 26, 2015 | Jul. 02, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 40.10% | 40.70% | 39.20% | 41.00% | |
U.S. federal corporate income tax rate | 35.00% | 35.00% | |||
Net deferred tax assets | $ 40.1 | $ 40.1 | $ 44.6 | ||
Net deferred tax liabilities | 121.5 | 121.5 | 125.7 | ||
Unrecognized tax benefits | $ 0.5 | 0.5 | $ 0.4 | ||
Decrease in unrecognized tax benefits | $ 0.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Dec. 16, 2016 | Dec. 31, 2016 | Oct. 25, 2016 |
Commitments And Contingencies [Line Items] | |||
Outstanding contracts and purchase orders for capital projects and services | $ 15,900,000 | ||
Undiscounted maximum amount for guarantees | 25,300,000 | ||
Future guarantee annual payments | $ 200,000 | ||
Minimum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Operating lease agreements range | 7.00% | ||
Operating lease expiration term | 4 years | ||
Operating lease expiration dates | 2,017 | ||
Maximum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Operating lease agreements range | 20.00% | ||
Operating lease expiration term | 8 years | ||
Operating lease expiration dates | 2,023 | ||
Wilder, et al. v. Roma Food Enterprises, Inc., et al. | |||
Commitments And Contingencies [Line Items] | |||
Accrued litigation settlement Cost | $ 2,300,000 | $ 2,300,000 | |
Laumea v. Performance Food Group, Inc | |||
Commitments And Contingencies [Line Items] | |||
Accrued litigation settlement Cost | 1,400,000 | ||
Appeal Period | 60 days | ||
Multiemployer Pension Plans [Member] | |||
Commitments And Contingencies [Line Items] | |||
Voluntary withdrawal payment on liability or obligation | 1,300,000 | ||
Estimated withdrawal liability | 6,900,000 | ||
Multiemployer Pension Plans [Member] | Current Period Estimates [Member] | |||
Commitments And Contingencies [Line Items] | |||
Multiemployer plans, withdrawal obligation | $ 5,600,000 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 26, 2015 | Jul. 02, 2016 | |
Purchasing Alliance [Member] | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | $ 176,600,000 | $ 83,700,000 | $ 387,000,000 | $ 160,900,000 | |
Equity method investments | 4,100,000 | $ 4,100,000 | $ 3,100,000 | ||
Blackstone Group and Affiliates of 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 | $ 5,500,000 | 5,000,000 | |||
Blackstone Group and Affiliates of Wellspring Capital Management [Member] | Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Annual payment and reimbursements to affiliates | 100,000 | 100,000 | |||
Blackstone Group [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sales to related parties | 15,400,000 | 12,500,000 | 24,800,000 | 19,200,000 | |
Purchases from related party | 3,700,000 | 0 | 6,300,000 | 0 | |
Group Purchasing Organization [Member] | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | $ 7,000,000 | $ 7,200,000 | $ 14,500,000 | $ 13,800,000 |
Earning Per Share - Additional
Earning Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Potential common shares not included in computing diluted earnings per share due to antidilutive effect | 1,214,238 | 973,653 |
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 | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 26, 2015 | |
Numerator: | ||||
Net income | $ 22.9 | $ 17.5 | $ 35.1 | $ 29.7 |
Denominator: | ||||
Weighted-average common shares outstanding | 100,112,604 | 99,107,828 | 100,031,544 | 92,996,688 |
Dilutive effect of share-based awards | 2,537,780 | 1,259,700 | 2,445,108 | 1,084,488 |
Weighted-average dilutive shares outstanding | 102,650,384 | 100,367,528 | 102,476,652 | 94,081,176 |
Basic earnings per share | $ 0.23 | $ 0.18 | $ 0.35 | $ 0.32 |
Diluted earnings per share | $ 0.22 | $ 0.17 | $ 0.34 | $ 0.32 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2016Segment | |
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 | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 26, 2015 | Dec. 31, 2016 | Dec. 26, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 4,051.8 | $ 3,893.9 | $ 8,097.9 | $ 7,822.8 |
EBITDA | 82.2 | 81.4 | 144.1 | 151.4 |
Depreciation and amortization | 30.4 | 28.6 | 59.9 | 56.8 |
Capital expenditures | 45.1 | 25.2 | 79.9 | 42.9 |
Performance Foodservice [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,356.8 | 2,314.5 | 4,791.5 | 4,681.2 |
EBITDA | 76.9 | 73.4 | 150.7 | 143.9 |
Depreciation and amortization | 14 | 15.4 | 27.1 | 30.6 |
Capital expenditures | 34.1 | 10.4 | 53.8 | 18.9 |
PFG Customized [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 933.4 | 915 | 1,800.1 | 1,842 |
EBITDA | 6.7 | 9.2 | 10.6 | 16.5 |
Depreciation and amortization | 3.6 | 3.7 | 8.8 | 7.5 |
Capital expenditures | 2.7 | 1.5 | 4.9 | 2.7 |
Vistar [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 737.4 | 660.5 | 1,478.2 | 1,292 |
EBITDA | 33.7 | 34.6 | 56.3 | 57 |
Depreciation and amortization | 6.6 | 4.3 | 11.8 | 8.5 |
Capital expenditures | 0.8 | 5 | 2.2 | 5.4 |
Corporate & All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 24.2 | 3.9 | 28.1 | 7.6 |
EBITDA | (35.1) | (35.8) | (73.5) | (66) |
Depreciation and amortization | 6.2 | 5.2 | 12.2 | 10.2 |
Capital expenditures | 7.5 | 8.3 | 19 | 15.9 |
Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (55.7) | (51.1) | (113.7) | (103.2) |
Eliminations [Member] | Performance Foodservice [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1.4 | 1.8 | 3.1 | 3.5 |
Eliminations [Member] | PFG Customized [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0.1 | 0.1 | 0.7 | 0.2 |
Eliminations [Member] | Vistar [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0.5 | 0.7 | 1.2 | 1.4 |
Eliminations [Member] | Corporate & All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 53.7 | 48.5 | 108.7 | 98.1 |
Operating Segments [Member] | Performance Foodservice [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,358.2 | 2,316.3 | 4,794.6 | 4,684.7 |
Operating Segments [Member] | PFG Customized [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 933.5 | 915.1 | 1,800.8 | 1,842.2 |
Operating Segments [Member] | Vistar [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 737.9 | 661.2 | 1,479.4 | 1,293.4 |
Operating Segments [Member] | Corporate & All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 77.9 | $ 52.4 | $ 136.8 | $ 105.7 |
Segment Information - Summary A
Segment Information - Summary Assets by Reportable Segment, Excluding Intercompany Receivables (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jul. 02, 2016 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,632.9 | $ 3,455.4 |
Performance Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,011.8 | 1,965.1 |
PFG Customized [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 665.6 | 626.2 |
Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 671.4 | 636.2 |
Corporate & All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 284.1 | $ 227.9 |