Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 26, 2020 | Oct. 28, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 26, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Performance Food Group Company | |
Entity Central Index Key | 0001618673 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --06-26 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 133,526,139 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | PFGC | |
Entity File Number | 001-37578 | |
Entity Tax Identification Number | 43-1983182 | |
Entity Address, Address Line One | 12500 West Creek Parkway | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23238 | |
City Area Code | 804 | |
Local Phone Number | 484-7700 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 |
Current assets: | ||
Cash | $ 417.2 | $ 420.7 |
Accounts receivable, less allowances of $80.1 and $86.7 | 1,284.2 | 1,258.6 |
Inventories, net | 1,523.9 | 1,549.4 |
Income taxes receivable | 164 | 156.5 |
Prepaid expenses and other current assets | 79.6 | 68.7 |
Total current assets | 3,468.9 | 3,453.9 |
Goodwill | 1,349.5 | 1,353 |
Other intangible assets, net | 887.5 | 918.6 |
Property, plant and equipment, net | 1,512.3 | 1,479 |
Operating lease right-of-use assets | 445.3 | 441.2 |
Restricted cash | 11.1 | 11.1 |
Other assets | 65.3 | 62.9 |
Total assets | 7,739.9 | 7,719.7 |
Current liabilities: | ||
Outstanding checks in excess of deposits | 106.1 | 110.4 |
Trade accounts payable | 1,456.9 | 1,608 |
Accrued expenses and other current liabilities | 496.9 | 678 |
Long-term debt - current installments | 108.3 | 107.6 |
Finance lease obligations—current installments | 36.1 | 30.3 |
Operating lease obligations—current installments | 83.6 | 84.4 |
Total current liabilities | 2,287.9 | 2,618.7 |
Long-term debt | 2,551.4 | 2,249.3 |
Deferred income tax liability, net | 121.2 | 115.6 |
Finance lease obligations, excluding current installments | 200.8 | 185.7 |
Operating lease obligations, excluding current installments | 369.7 | 362.4 |
Other long-term liabilities | 188.2 | 177.4 |
Total liabilities | 5,719.2 | 5,709.1 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Common Stock: $0.01 par value per share, 1.0 billion shares authorized, 132.0 million shares issued and outstanding as of September 26, 2020; 1.0 billion shares authorized, 131.3 million shares issued and outstanding as of June 27, 2020 | 1.3 | 1.3 |
Additional paid-in capital | 1,713.4 | 1,703 |
Accumulated other comprehensive loss, net of tax benefit of $3.5 and $3.6 | (9.9) | (10.3) |
Retained earnings | 315.9 | 316.6 |
Total shareholders’ equity | 2,020.7 | 2,010.6 |
Total liabilities and shareholders’ equity | $ 7,739.9 | $ 7,719.7 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 80.1 | $ 86.7 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 132,000,000 | 131,300,000 |
Common stock, shares outstanding | 132,000,000 | 131,300,000 |
Accumulated other comprehensive income (loss), tax (benefit) expense | $ 3.5 | $ 3.6 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 7,046.8 | $ 6,243 |
Cost of goods sold | 6,231.3 | 5,531.6 |
Gross profit | 815.5 | 711.4 |
Operating expenses | 779.7 | 647.9 |
Operating profit | 35.8 | 63.5 |
Other expense, net: | ||
Interest expense | 38.8 | 17.3 |
Other, net | (1) | |
Other expense, net | 37.8 | 17.3 |
(Loss) income before taxes | (2) | 46.2 |
Income tax (benefit) expense | (1.3) | 10.1 |
Net (loss) income | $ (0.7) | $ 36.1 |
Weighted-average common shares outstanding: | ||
Basic | 131.7 | 104 |
Diluted | 131.7 | 105.6 |
(Loss) earnings per common share: | ||
Basic | $ (0.01) | $ 0.35 |
Diluted | $ (0.01) | $ 0.34 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net (loss) income | $ (0.7) | $ 36.1 |
Interest rate swaps: | ||
Change in fair value, net of tax | (0.3) | (0.5) |
Reclassification adjustment, net of tax | 0.7 | (0.6) |
Other comprehensive income (loss) | 0.4 | (1.1) |
Total comprehensive (loss) income | $ (0.3) | $ 35 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Retained Earnings [Member] |
Balance Beginning at Jun. 29, 2019 | $ 1,298.2 | $ 1 | $ 866.7 | $ (0.2) | $ 430.7 |
Balance Beginning, shares at Jun. 29, 2019 | 103,800,000 | ||||
Net (loss) income | 36.1 | 36.1 | |||
Interest rate swaps | (1.1) | (1.1) | |||
Issuance of common stock under stock-based compensation plans | (4.5) | (4.5) | |||
Issuance of common stock under stock-based compensation plans, shares | 400,000 | ||||
Stock-based compensation expense | 4.4 | 4.4 | |||
Balance Ending at Sep. 28, 2019 | 1,333.1 | $ 1 | 866.6 | (1.3) | 466.8 |
Balance Ending, shares at Sep. 28, 2019 | 104,200,000 | ||||
Balance Beginning at Jun. 27, 2020 | $ 2,010.6 | $ 1.3 | 1,703 | (10.3) | 316.6 |
Balance Beginning, shares at Jun. 27, 2020 | 131,300,000 | 131,300,000 | |||
Net (loss) income | $ (0.7) | (0.7) | |||
Interest rate swaps | 0.4 | 0.4 | |||
Issuance of common stock under stock-based compensation plans | (1.7) | (1.7) | |||
Issuance of common stock under stock-based compensation plans, shares | 400,000 | ||||
Issuance of common stock under employee stock purchase plan | 7.8 | 7.8 | |||
Issuance of common stock under employee stock purchase plan,Shares | 300,000 | ||||
Stock-based compensation expense | 4.3 | 4.3 | |||
Balance Ending at Sep. 26, 2020 | $ 2,020.7 | $ 1.3 | $ 1,713.4 | $ (9.9) | $ 315.9 |
Balance Ending, shares at Sep. 26, 2020 | 132,000,000 | 132,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (0.7) | $ 36.1 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities | ||
Depreciation | 52.8 | 33.9 |
Amortization of intangible assets | 29.3 | 8.8 |
Amortization of deferred financing costs | 3.6 | 4.5 |
Provision for losses on accounts receivables | (2) | 4.1 |
Stock compensation expense | 4.7 | 4.4 |
Deferred income tax expense | 5.5 | (5.6) |
Other non-cash activities | (3.1) | (0.1) |
Changes in operating assets and liabilities, net | ||
Accounts receivable | (23.6) | (3.7) |
Inventories | 25.5 | (54.3) |
Income taxes receivable | (7.5) | 12 |
Prepaid expenses and other assets | (15.1) | 0.9 |
Trade accounts payable | (151) | 57.4 |
Outstanding checks in excess of deposits | (4.3) | (19) |
Accrued expenses and other liabilities | (46.1) | 4.8 |
Net cash (used in) provided by operating activities | (132) | 84.2 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (40.8) | (22.8) |
Proceeds from sale of property, plant and equipment | 6.1 | 0.3 |
Net cash used in investing activities | (34.7) | (22.5) |
Cash flows from financing activities: | ||
Net borrowings (payments) under ABL Facility | 301 | (49) |
Borrowing of Notes due 2027 | 1,060 | |
Cash paid for debt issuance, extinguishment and modifications | (0.7) | |
Payments under finance lease obligations | (8) | (4.6) |
Payments on financed property, plant and equipment | (0.3) | (0.4) |
Cash paid for acquisitions | (135.6) | (0.5) |
Proceeds from employee stock purchase plan | 7.8 | |
Proceeds from exercise of stock options | 2.5 | 1.4 |
Cash paid for shares withheld to cover taxes | (4.2) | (5.9) |
Net cash provided by financing activities | 163.2 | 1,000.3 |
Net (decrease) increase in cash and restricted cash | (3.5) | 1,062 |
Cash and restricted cash, beginning of period | 431.8 | 25.4 |
Cash and restricted cash, end of period | 428.3 | 1,087.4 |
Debt assumed through finance lease obligations | 28.9 | 26.8 |
Purchases of property, plant and equipment, financed | 0.2 | 0.9 |
Interest | 10.8 | 11.9 |
Income taxes paid, net of refunds | $ 0.7 | $ 2.5 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Reconciliation) - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash | $ 417.2 | $ 420.7 | |
Restricted cash | [1] | 11.1 | 11.1 |
Total cash and restricted cash | $ 428.3 | $ 431.8 | |
[1] | Restricted cash represents the amounts required by insurers to collateralize a part of the deductibles for the Company’s workers’ compensation and liability claims. |
Summary of Business Activities
Summary of Business Activities | 3 Months Ended |
Sep. 26, 2020 | |
Accounting Policies [Abstract] | |
Summary of Business Activities | 1. Summary of Business Activities Business Overview Performance Food Group Company, through its subsidiaries, markets and distributes primarily 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 customers, and (ii) multi-unit, or “Chain” customers, which include some of the most recognizable family and casual dining restaurant chains, as well as schools, business and industry locations, healthcare facilities, and retail establishments. The Company also specializes in distributing candy, snacks, beverages, cigarettes, other tobacco products and other items nationally to vending distributors, big box retailers, theaters, convenience stores, travel providers, and hospitality providers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Estimates | 3 Months Ended |
Sep. 26, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Estimates | 2. Summary of Significant Accounting Policies and Estimates Basis of Presentation The consolidated financial statements have been prepared by the Company, without audit, with the exception of the June 27, 2020 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the Form 10-K. 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, leases, 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 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. Risks and Uncertainties The Company is subject to risks and uncertainties as a result of COVID-19. The unprecedented impact of COVID-19 has grown throughout the world, including in the United States, and governmental authorities and businesses have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, quarantines, shelter in place orders, shutdowns and social distancing requirements. These measures have adversely affected and may further adversely affect the Company’s operations and the operations of its customers and suppliers. In markets where governments have imposed restrictions on travel outside of the home, or where customers are practicing social distancing, many of our customers, including restaurants, schools, hotels, movie theaters, and business and industry locations, have reduced or discontinued operations, which has adversely affected and is expected to continue to adversely affect demand in the foodservice industry, including demand for our products and services. We expect that COVID-19 could have a material adverse impact on our future results of operations and liquidity. However, the extent to which COVID-19 will affect our financial position, liquidity, and results of operations is uncertain. Accounts Receivable Accounts receivable are comprised of trade receivables from customers in the ordinary course of business, are recorded at the invoiced amount, and primarily do not bear interest. Accounts receivable also includes other receivables primarily related to various rebate and promotional incentives with the Company’s suppliers. Receivables are recorded net of the allowance for credit losses on the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable based on a combination of factors. The Company regularly analyzes its significant customer accounts, and when it becomes aware of a specific customer’s inability to meet its financial obligations to the Company, such as bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company records a specific reserve for bad debt to reduce the related receivable to the amount it reasonably believes is collectible. The Company also records reserves for bad debt for other customers based on a variety of factors, including the length of time the receivables are past due, macroeconomic considerations, and historical experience. If circumstances related to specific customers change, the Company’s estimates of the recoverability of receivables could be further adjusted. Refer to Note 3. Recently Issued Accounting Pronouncements for further discussion of the Company’s adoption of ASU 2016-13. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Sep. 26, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements | 3. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-1 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Sep. 26, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 4. Revenue Recognition The Company markets and distributes primarily national and company-branded food and food-related products to customer locations across the United States. The Foodservice segment supplies a “broad line” of products to its customers, including the Company’s performance brands and custom-cut meats and seafood, as well as products that are specific to each customer’s menu requirements. Vistar distributes candy, snacks, beverages, cigarettes, other tobacco products and other products to various customer channels. The Company disaggregates revenue by product offerings and determined that disaggregating revenue at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 13. Segment Information for external revenue by reportable segment. The Company has customer contracts in which incentives are paid upfront to certain customers. These payments have become industry practice and are not related to financing the customer’s business, nor are they associated with any distinct good or service to be received from the customer. These incentive payments are capitalized and amortized over the life of the contract or the expected life of the customer relationship on a straight-line basis. The Company’s contract asset for these incentives totaled $14.7 million and $15.3 million as of September 26, 2020 and June 27, 2020, respectively. |
Business Combinations
Business Combinations | 3 Months Ended |
Sep. 26, 2020 | |
Business Combinations [Abstract] | |
Business Combination | 5 . Business Combinations There were no acquisitions during the first quarter of fiscal 2021 or fiscal 2020. The acquisition of Eby-Brown Company LLC (“Eby-Brown”) in fiscal 2019 included contingent consideration, including earnout payments in the event certain operating results are achieved during a defined post-closing period. As of June 27, 2020, the Company had accrued $191.2 million related to this contingent consideration. In the first quarter of fiscal 2021, the Company paid the first earnout payment of $185.6 million, which included $68.3 million as a financing activity cash outflow and $117.3 million as an operating activity cash outflow in the consolidated statement of cash flows for the three months ended September 26, 2020. As of September 26, 2020, the Company has accrued $6.1 million related to additional earnout payments. Earnout liabilities are measured using unobservable inputs that are considered a Level 3 measurement. In fiscal 2020 , the Company acquired Reinhart from Reyes Holdings, L.L.C. Subsequent to September 26, 2020, the Company paid $12.2 million for an acquisition. The acquisition will be reported within the Company’s Vistar segment. The Company is in the process of determining the fair values of the assets acquired and liabilities assumed. |
Debt
Debt | 3 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 6 . 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, 2020 As of June 27, 2020 ABL Facility $ 1,011.0 $ 710.0 5.500% Notes due 2024 350.0 350.0 6.875% Notes due 2025 275.0 275.0 5.500% Notes due 2027 1,060.0 1,060.0 Less: Original issue discount and deferred financing costs (36.3 ) (38.1 ) Long-term debt 2,659.7 2,356.9 Less: current installments (108.3 ) (107.6 ) Total debt, excluding current installments $ 2,551.4 $ 2,249.3 ABL Facility PFGC, Inc. (“PFGC”), a wholly-owned subsidiary of the Company, is a party to the Fourth Amended and Restated Credit Agreement dated December 31, 2019 (as amended by the First Amendment to Fourth Amended and Restated Credit Agreement dated as of April 29, 2020 and the Second Amendment to Fourth Amended and Restated Credit Agreement dated as of May 15, 2020, the “ABL Facility”). The ABL Facility has an aggregate principal amount of $3.11 billion and matures December 30, 2024, of which $110 million is a 364-day maturity loan that is junior to the other obligations owed under the ABL Facility (“Additional Junior Term Loan”). The Second Amendment to the ABL Facility entered into on May 15, 2020 temporarily expands the definition of accounts receivable and is effective only until delivery of the first Borrowing Base Certificate after November 30, 2020. 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 rate of 0.25% The following table summarizes outstanding borrowings, availability, and the average interest rate under the ABL Facility: (Dollars in millions) As of September 26, 2020 As of June 27, 2020 Aggregate borrowings $ 1,011.0 $ 710.0 Letters of credit under ABL Facility 166.0 139.6 Excess availability, net of lenders’ reserves of $63.5 and $64.9 1,536.6 1,712.2 Average interest rate 2.32 % 2.85 % Letters of Credit Facility On August 9, 2018, Performance Food Group, Inc. and PFGC entered into a Continuing Agreement for Letters of Credit (the “Letters of Credit Facility”). The Letters of Credit Facility is an uncommitted facility that provides for the issuance of letters of credit in an aggregate amount not to exceed $40.0 million. Each letter of credit shall have a term not to exceed one year; however, a letter of credit may renew automatically in accordance with its terms. A fee equal to 2.5% per annum on the average daily amount available to be drawn on each day under each outstanding letter of credit is payable quarterly. As of September 26, 2020, the Company has $28.3 million letters of credit outstanding under the Letters of Credit Facility. |
Leases
Leases | 3 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Leases | 7 . Leases The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use asset in the Company’s consolidated balance sheet. Right-of-use assets and lease liabilities for both operating and finance leases are recognized based on present value of lease payments over the lease term at commencement date. Since the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. This rate was determined by using the yield curve based on the Company’s credit rating adjusted for the Company’s specific debt profile and secured debt risk. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expenses for these short-term leases are recognized on a straight-line basis over the lease term. The Company has several lease agreements that contain lease and non-lease components, such as maintenance, taxes, and insurance, which are accounted for separately. The difference between the operating lease right-of-use assets and operating lease liabilities primarily relates to adjustments for deferred rent, favorable leases, and prepaid rent. Subsidiaries of the Company have entered into numerous operating and finance leases for various warehouses, office facilities, equipment, tractors, and trailers. 1 year 20 years 10 years 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 6% and 16% 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 2020 to 2027. As of September 26, 2020, the undiscounted maximum amount of potential future payments for lease residual value guarantees totaled approximately $22.9 million, which would be mitigated by the fair value of the leased assets at lease expiration. The following table presents the location of lease costs in the Company’s consolidated statement of operations for the periods reported (in millions): Lease Cost Statement of Operations Location Three months ended September 26, 2020 Three months ended September 28, 2019 Finance lease cost: Amortization of finance lease assets Operating expenses $ 7.2 $ 4.7 Interest on lease liabilities Interest expense 3.0 2.2 Total finance lease cost $ 10.2 $ 6.9 Operating lease cost Operating expenses 27.8 28.1 Short-term lease cost Operating expenses 5.1 5.9 Total lease cost $ 43.1 $ 40.9 Supplemental cash flow information related to leases for the periods reported are as follows (in millions): (In millions) Three months ended September 26, 2020 Three months ended September 28, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 24.6 $ 26.8 Operating cash flows from finance leases 3.0 2.2 Financing cash flows from finance leases 8.0 4.6 Right-of-use assets obtained in exchange for lease obligations: Operating leases 26.8 8.7 Finance leases 28.9 26.8 Future minimum lease payments under non-cancelable leases as of September 26, 2020 are as follows (in millions): Fiscal Year Operating Leases Finance Leases Remainder of 2021 $ 78.8 $ 34.0 2022 91.6 44.6 2023 75.1 43.4 2024 56.5 42.6 2025 42.4 38.4 Thereafter 214.7 78.3 Total future minimum lease payments $ 559.1 $ 281.3 Less: Interest 105.8 44.4 Present value of future minimum lease payments $ 453.3 $ 236.9 As of September 26, 2020, the Company has additional operating leases that have not yet commenced which total $36.3 million in future minimum lease payments. These leases relate to warehouse leases and are expected to commence in the third quarter of fiscal 2021 and first quarter of fiscal 2022 with lease terms of 15 years. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 26, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 8 . 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 $2,659.7 million and $2,356.9 million, is $2,738.6 million and $2,402.0 million at September 26, 2020 and June 27, 2020, 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 | 3 Months Ended |
Sep. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9 . 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 % for the three months ended September 26, 2020 and % for the three months ended September 28, 2019 . The effective tax rate varied from the 21 % statutory rate primarily due to the relative size of state taxes, federal credits and other permanent items compared to the pre-tax loss for the first quarter of fiscal 2021 . The excess tax benefit of exercised and vested stock awards is treated as a discrete item . The effective tax rates for three months ended September 26, 2020 differed from the prior year period due to the increase of non-deductible expenses and discrete items as a percentage of book income, which was significantly lower than the book income for the same period of fiscal 2020. As of September 26, 2020 and June 27, 2020, the Company had net deferred tax assets of $184.1 million and $186.2 million, respectively, and deferred tax liabilities of $305.3 million and $301.8 million, respectively. As of June 27, 2020, the Company had established a valuation allowance of $0.7 million, net of federal benefit, against deferred tax assets related to certain net operating losses which are not likely to be realized due to limitations on utilization. There was no change in the valuation allowance as of September 26, 2020. 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 | 3 Months Ended |
Sep. 26, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10 . Commitments and Contingencies Purchase Obligations The Company had outstanding contracts and purchase orders for capital projects and services totaling $50.4 million at September 26, 2020. Amounts due under these contracts were not included on the Company’s consolidated balance sheet as of September 26, 2020. Guarantees 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 arising from 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 . In March 2009, the Baltimore Equal Employment Opportunity Commission (“EEOC”) Field Office served the Company with company-wide (excluding, however, our Vistar and Roma Foodservice operations) subpoenas relating to alleged violations of the Equal Pay Act and Title VII of the Civil Rights Act (“Title VII”), seeking certain information from January 1, 2004 to a specified date in the first fiscal quarter of 2009. In August 2009, the EEOC moved to enforce the subpoenas in federal court in Maryland, and the Company opposed the motion. In February 2010, the court ruled that the subpoena related to the Equal Pay Act investigation was enforceable company-wide but on a narrower scope of data than the original subpoena sought (the court ruled that the subpoena was applicable to the transportation, logistics, and warehouse functions of the Company’s broadline distribution centers only and not to the Company’s PFG Customized distribution centers). The Company cooperated with the EEOC on the production of information. In September 2011, the EEOC notified the Company that the EEOC was terminating the investigation into alleged violations of the Equal Pay Act. In determinations issued in September 2012 by the EEOC with respect to the charges on which the EEOC had based its company-wide investigation, the EEOC concluded that the Company engaged in a pattern of denying hiring and promotion to a class of female applicants and employees into certain positions within the transportation, logistics, and warehouse functions within the Company’s broadline division in violation of Title VII. In June 2013, the EEOC filed suit in federal court in Baltimore against the Company. The litigation concerns two issues: (1) whether the Company unlawfully engaged in an ongoing pattern and practice of failing to hire female applicants into operations positions; and (2) whether the Company unlawfully failed to promote one of the three individuals who filed charges with the EEOC because of her gender. The EEOC seeks the following relief in the lawsuit: (1) to permanently enjoin the Company from denying employment to female applicants because of their sex and denying promotions to female employees because of their sex; (2) a court order mandating that the Company institute and carry out policies, procedures, practices and programs which provide equal employment opportunities for females; (3) back pay with prejudgment interest and compensatory damages for a former female employee and an alleged class of aggrieved female applicants; (4) punitive damages; and (5) costs. The court bifurcated the litigation into two phases. In the first phase, the jury will decide whether the Company engaged in a gender-based pattern and practice of discrimination and the individual claims of one former employee. If the EEOC prevails on all counts in the first phase, no monetary relief would be awarded, except possibly for the single individual’s claims, which would be immaterial. The remaining individual claims would then be tried in the second phase. At this stage in the proceedings, the Company cannot estimate either the number of individual trials that could occur in the second phase of the litigation or the value of those claims. For these reasons, the Company is unable to estimate any potential loss or range of loss in the event of an adverse finding in the first and second phases of the litigation . In May 2018, the EEOC filed motions for sanctions against the Company alleging that we failed to preserve certain paper employment applications and e-mails during 2004 – 2009. In the sanction’s motions, the EEOC sought a range of remedies, including but not limited to, a default judgment against the Company, or alternatively, an order barring the Company from filing for summary judgment on the EEOC’s pattern and practice claims. The court denied the EEOC’s motions in June 2019, but reserved ruling on whether the unavailability of certain documents will prejudice the EEOC’s ability to present expert testimony at the trial. The parties filed cross motions for summary judgment, on March 18, 2020, the court denied both parties’ motions, which means the case will be set for trial. The court has not yet determined a trial date and has informed the parties that it is unsure of when the case could be set because of COVID-19. In the meantime, and because the hiring practices of the Company have changed significantly over the past several years, the Company and the EEOC have engaged in substantive settlement discussions to determine if the litigation could be resolved on mutually agreeable terms. The Company has accrued an amount deemed immaterial to the consolidated financial statements related to a potential settlement payment. The Company cannot assure that the EEOC will agree to a settlement offer or that it will not need to accrue or pay additional amounts in the future. If these discussions do not result in a resolution of the case, the Company will continue to vigorously defend itself. JUUL Labs, Inc. Marketing Sales Practices, and Products Liability Litigation. In October 2019, a Multidistrict Litigation action (“MDL”) was initiated in order to centralize litigation against JUUL Labs, Inc. (“JUUL”) and other parties in connection with JUUL’s E-Cigarettes and related devices and components in the United States District Court for the Northern District of California. On March 11, 2020, counsel for Plaintiffs and the Plaintiffs’ Steering Committee filed a Master Complaint in the MDL naming, among several other entities and individuals including JUUL, Altria Group, Inc., Philip Morris USA, Inc., Altria Client Services LLC, Altria Group Distribution Company, Altria Enterprises LLC, certain members of management and/or individual investors in JUUL, various e-liquid manufacturers, and various retailers, including the Company’s subsidiary Eby-Brown as a defendant. The Master Complaint also named additional distributors of JUUL products (collectively with Eby-Brown the “Distributor Defendants”). The Master Complaint contains various state law claims and alleges that the Distributor Defendants: (1) failed to disclose JUUL’s nicotine contents or the risks associated; (2) pushed a product designed for a youth market; (3) engaged with JUUL in planning and marketing its product in a manner designed to maximize the flow of JUUL products; (4) met with JUUL management in San Francisco, California to further these business dealings; and (5) received incentives and business development funds for marketing and efficient sales. Individual plaintiffs may also file separate and abbreviated Short Form Complaints (“SFC”) that incorporate the allegations in the Master Complaint. JUUL and Eby-Brown are parties to a Domestic Wholesale Distribution Agreement dated March 10, 2020, and JUUL has agreed to defend and indemnify Eby-Brown under the terms of that agreement and is paying Eby-Brown’s outside counsel fees directly. On May 29, 2020, JUUL filed a motion to dismiss on the basis that the alleged state law claims are preempted by federal law and a motion to stay/dismiss the litigation based on the Food and Drug Administration’s (“FDA”) primary jurisdiction to regulate E-Cigarette and related vaping products and pending FDA review of JUUL’s Pre-Market Tobacco Application (“PMTA”). On June 29, 2020, Eby-Brown, along with the other Distributor Defendants, filed similar motions incorporating JUUL’s arguments The court has also entered an order governing the selection of bellwether plaintiffs and setting key discovery and other deadlines in the litigation. Bellwether trials are test cases generally intended to try a contested issue common to several plaintiffs in mass tort litigation. The results of these proceedings are used to shape the litigation process for the remaining cases and to aid the parties in assessing potential settlement values of the remaining claims. Here, the court authorized a pool of twenty-four bellwether plaintiffs, with plaintiffs selecting six cases, the combined defendants selecting six cases, and the court selecting twelve cases at random. Fact discovery concerning the pool of twenty-four cases is scheduled to close in April 2021, at which time the parties will submit confidential briefs explaining which cases they view best for trial. The court will then select the four bellwether trial cases and additional discovery will be conducted in those cases. The first bellwether trial has been set for February 22, 2022 with the remaining three trials set for the second and third calendar quarters of 2022. At this time, the Company is unable to predict whether FDA will approve JUUL’s PMTA, nor is the Company able to estimate any potential loss or range of loss in the event of an adverse finding against it in the litigation. The Company will continue to vigorously defend itself. Tax Liabilities The Company is 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, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 1 1 . Related-Party Transactions 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 $4.8 million as of September 26, 2020 and $3.5 million as of June 27, 2020. For the three-month periods ended September 26, 2020 and September 28, 2019, the Company recorded purchases of $243.7 million and $254.2 million, respectively, through the purchasing alliance. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 1 2 . Earnings Per Share Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. The Company’s potential common shares include outstanding stock-based compensation awards and expected issuable shares under the employee stock purchase plan. In computing diluted earnings per share, the average closing stock price for the period is used in determining the number of shares assumed to be purchased with the assumed proceeds under the treasury stock method. For the three months ended September 26, 2020 diluted loss per share is the same as basic loss per share because the inclusion of potential common shares is antidilutive. For the three months ended September 28, 2019, potential common shares of 0.4 million were not included in computing diluted earnings per share because the effect would have been antidilutive. A reconciliation of the numerators and denominators for the basic and diluted (loss) earnings per share computations is as follows: (In millions, except per share amounts) Three months ended September 26, 2020 Three months ended September 28, 2019 Numerator: Net (Loss) Income $ (0.7 ) $ 36.1 Denominator: Weighted-average common shares outstanding 131.7 104.0 Dilutive effect of potential common shares - 1.6 Weighted-average dilutive shares outstanding 131.7 105.6 Basic (loss) earnings per share $ (0.01 ) $ 0.35 Diluted (loss) earnings per share $ (0.01 ) $ 0.34 |
Segment Information
Segment Information | 3 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 1 3 . Segment Information The Company has two reportable segments: Foodservice and Vistar. The Foodservice segment markets and distributes food and food-related products to independent restaurants, Chain restaurants, and other institutional “food-away-from-home” locations. Foodservice offers a “broad line” of products, including custom-cut meat and seafood, as well as products that are specific to our customer’s menu requirements. The Vistar segment distributes candy, snacks, beverages, cigarettes, other tobacco products, and other products to customers in the vending, office coffee services, theater, retail, hospitality, convenience store and other channels. Intersegment sales represent sales between the segments, which are eliminated in consolidation. Management evaluates the performance of each operating segment based on various operating and financial metrics, including total sales and EBITDA. 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) Foodservice Vistar Corporate & All Other Eliminations Consolidated For the three months ended September 26, 2020 Net external sales $ 5,034.7 $ 2,005.8 $ 6.3 $ — $ 7,046.8 Inter-segment sales 1.7 0.5 94.6 (96.8 ) — Total sales 5,036.4 2,006.3 100.9 (96.8 ) 7,046.8 Depreciation and amortization 61.8 11.7 8.6 — 82.1 Capital expenditures 7.1 29.9 3.8 — 40.8 For the three months ended September 28, 2019 Net external sales $ 3,927.0 $ 2,310.5 $ 5.5 $ — $ 6,243.0 Inter-segment sales 3.9 0.6 74.5 (79.0 ) — Total sales 3,930.9 2,311.1 80.0 (79.0 ) 6,243.0 Depreciation and amortization 24.6 11.6 6.5 — 42.7 Capital expenditures 8.2 8.7 5.9 — 22.8 EBITDA for each reportable segment and Corporate & All Other is presented below along with a reconciliation to consolidated (loss) income before taxes. Three Months Ended September 26, 2020 September 28, 2019 Foodservice EBITDA $ 156.2 $ 104.0 Vistar EBITDA 11.7 51.5 Corporate & All Other EBITDA (49.0 ) (49.3 ) Depreciation and amortization (82.1 ) (42.7 ) Interest expense (38.8 ) (17.3 ) (Loss) income before taxes $ (2.0 ) $ 46.2 Total assets by reportable segment, excluding intercompany receivables between segments, are as follows: (In millions) As of September 26, 2020 As of June 27, 2020 Foodservice $ 5,489.1 $ 5,529.1 Vistar 1,432.8 1,385.4 Corporate & All Other 818.0 805.2 Total assets $ 7,739.9 $ 7,719.7 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Estimates (Policies) | 3 Months Ended |
Sep. 26, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared by the Company, without audit, with the exception of the June 27, 2020 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the Form 10-K. 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, leases, 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 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. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks and uncertainties as a result of COVID-19. The unprecedented impact of COVID-19 has grown throughout the world, including in the United States, and governmental authorities and businesses have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, quarantines, shelter in place orders, shutdowns and social distancing requirements. These measures have adversely affected and may further adversely affect the Company’s operations and the operations of its customers and suppliers. In markets where governments have imposed restrictions on travel outside of the home, or where customers are practicing social distancing, many of our customers, including restaurants, schools, hotels, movie theaters, and business and industry locations, have reduced or discontinued operations, which has adversely affected and is expected to continue to adversely affect demand in the foodservice industry, including demand for our products and services. We expect that COVID-19 could have a material adverse impact on our future results of operations and liquidity. However, the extent to which COVID-19 will affect our financial position, liquidity, and results of operations is uncertain. |
Accounts Receivable | Accounts Receivable Accounts receivable are comprised of trade receivables from customers in the ordinary course of business, are recorded at the invoiced amount, and primarily do not bear interest. Accounts receivable also includes other receivables primarily related to various rebate and promotional incentives with the Company’s suppliers. Receivables are recorded net of the allowance for credit losses on the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable based on a combination of factors. The Company regularly analyzes its significant customer accounts, and when it becomes aware of a specific customer’s inability to meet its financial obligations to the Company, such as bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company records a specific reserve for bad debt to reduce the related receivable to the amount it reasonably believes is collectible. The Company also records reserves for bad debt for other customers based on a variety of factors, including the length of time the receivables are past due, macroeconomic considerations, and historical experience. If circumstances related to specific customers change, the Company’s estimates of the recoverability of receivables could be further adjusted. Refer to Note 3. Recently Issued Accounting Pronouncements for further discussion of the Company’s adoption of ASU 2016-13. |
Revenue Recognition | 4. Revenue Recognition The Company markets and distributes primarily national and company-branded food and food-related products to customer locations across the United States. The Foodservice segment supplies a “broad line” of products to its customers, including the Company’s performance brands and custom-cut meats and seafood, as well as products that are specific to each customer’s menu requirements. Vistar distributes candy, snacks, beverages, cigarettes, other tobacco products and other products to various customer channels. The Company disaggregates revenue by product offerings and determined that disaggregating revenue at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 13. Segment Information for external revenue by reportable segment. The Company has customer contracts in which incentives are paid upfront to certain customers. These payments have become industry practice and are not related to financing the customer’s business, nor are they associated with any distinct good or service to be received from the customer. These incentive payments are capitalized and amortized over the life of the contract or the expected life of the customer relationship on a straight-line basis. The Company’s contract asset for these incentives totaled $14.7 million and $15.3 million as of September 26, 2020 and June 27, 2020, respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-1 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 26, 2020 | |
Schedule of Debt | Debt consisted of the following: (In millions) As of September 26, 2020 As of June 27, 2020 ABL Facility $ 1,011.0 $ 710.0 5.500% Notes due 2024 350.0 350.0 6.875% Notes due 2025 275.0 275.0 5.500% Notes due 2027 1,060.0 1,060.0 Less: Original issue discount and deferred financing costs (36.3 ) (38.1 ) Long-term debt 2,659.7 2,356.9 Less: current installments (108.3 ) (107.6 ) Total debt, excluding current installments $ 2,551.4 $ 2,249.3 |
ABL Facility [Member] | |
Summary of Outstanding Borrowings, Availability, and Average Interest Rate under ABL Facility | The following table summarizes outstanding borrowings, availability, and the average interest rate under the ABL Facility: (Dollars in millions) As of September 26, 2020 As of June 27, 2020 Aggregate borrowings $ 1,011.0 $ 710.0 Letters of credit under ABL Facility 166.0 139.6 Excess availability, net of lenders’ reserves of $63.5 and $64.9 1,536.6 1,712.2 Average interest rate 2.32 % 2.85 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Summary of Location of Lease Costs in Consolidated Statement of Operations | The following table presents the location of lease costs in the Company’s consolidated statement of operations for the periods reported (in millions): Lease Cost Statement of Operations Location Three months ended September 26, 2020 Three months ended September 28, 2019 Finance lease cost: Amortization of finance lease assets Operating expenses $ 7.2 $ 4.7 Interest on lease liabilities Interest expense 3.0 2.2 Total finance lease cost $ 10.2 $ 6.9 Operating lease cost Operating expenses 27.8 28.1 Short-term lease cost Operating expenses 5.1 5.9 Total lease cost $ 43.1 $ 40.9 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the periods reported are as follows (in millions): (In millions) Three months ended September 26, 2020 Three months ended September 28, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 24.6 $ 26.8 Operating cash flows from finance leases 3.0 2.2 Financing cash flows from finance leases 8.0 4.6 Right-of-use assets obtained in exchange for lease obligations: Operating leases 26.8 8.7 Finance leases 28.9 26.8 |
Summary of Future Minimum Lease Payments Under Non-Cancelable Leases | Future minimum lease payments under non-cancelable leases as of September 26, 2020 are as follows (in millions): Fiscal Year Operating Leases Finance Leases Remainder of 2021 $ 78.8 $ 34.0 2022 91.6 44.6 2023 75.1 43.4 2024 56.5 42.6 2025 42.4 38.4 Thereafter 214.7 78.3 Total future minimum lease payments $ 559.1 $ 281.3 Less: Interest 105.8 44.4 Present value of future minimum lease payments $ 453.3 $ 236.9 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted (Loss) Earnings Per Share Computations | A reconciliation of the numerators and denominators for the basic and diluted (loss) earnings per share computations is as follows: (In millions, except per share amounts) Three months ended September 26, 2020 Three months ended September 28, 2019 Numerator: Net (Loss) Income $ (0.7 ) $ 36.1 Denominator: Weighted-average common shares outstanding 131.7 104.0 Dilutive effect of potential common shares - 1.6 Weighted-average dilutive shares outstanding 131.7 105.6 Basic (loss) earnings per share $ (0.01 ) $ 0.35 Diluted (loss) earnings per share $ (0.01 ) $ 0.34 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 26, 2020 | |
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) Foodservice Vistar Corporate & All Other Eliminations Consolidated For the three months ended September 26, 2020 Net external sales $ 5,034.7 $ 2,005.8 $ 6.3 $ — $ 7,046.8 Inter-segment sales 1.7 0.5 94.6 (96.8 ) — Total sales 5,036.4 2,006.3 100.9 (96.8 ) 7,046.8 Depreciation and amortization 61.8 11.7 8.6 — 82.1 Capital expenditures 7.1 29.9 3.8 — 40.8 For the three months ended September 28, 2019 Net external sales $ 3,927.0 $ 2,310.5 $ 5.5 $ — $ 6,243.0 Inter-segment sales 3.9 0.6 74.5 (79.0 ) — Total sales 3,930.9 2,311.1 80.0 (79.0 ) 6,243.0 Depreciation and amortization 24.6 11.6 6.5 — 42.7 Capital expenditures 8.2 8.7 5.9 — 22.8 |
Schedule of EBDITA and Reconciliation to Consolidated (Loss) Income Before Taxes | EBITDA for each reportable segment and Corporate & All Other is presented below along with a reconciliation to consolidated (loss) income before taxes. Three Months Ended September 26, 2020 September 28, 2019 Foodservice EBITDA $ 156.2 $ 104.0 Vistar EBITDA 11.7 51.5 Corporate & All Other EBITDA (49.0 ) (49.3 ) Depreciation and amortization (82.1 ) (42.7 ) Interest expense (38.8 ) (17.3 ) (Loss) income before taxes $ (2.0 ) $ 46.2 Total assets by reportable segment, excluding intercompany receivables between segments, are as follows: (In millions) As of September 26, 2020 As of June 27, 2020 Foodservice $ 5,489.1 $ 5,529.1 Vistar 1,432.8 1,385.4 Corporate & All Other 818.0 805.2 Total assets $ 7,739.9 $ 7,719.7 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements - Additional Information (Detail) | Sep. 26, 2020 |
ASU 2016-13 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jun. 28, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2018-15 [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jun. 28, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 |
Revenue From Contract With Customer [Abstract] | ||
Contract assets | $ 14.7 | $ 15.3 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Millions | Nov. 04, 2020USD ($) | Sep. 26, 2020USD ($)Acquisition | Jun. 27, 2020USD ($) |
Business Acquisition [Line Items] | |||
Number of acquisitions | Acquisition | 0 | ||
Vistar [Member] | Subsequent Event [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment for acquisition | $ 12.2 | ||
Eby-Brown [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 191.2 | ||
Payments of earnout | $ 185.6 | ||
Payments of earnout, financial activity | 68.3 | ||
Payments of earnout, operating activity | 117.3 | ||
Accrued earnout payments | 6.1 | ||
Reinhart [Member] | |||
Business Acquisition [Line Items] | |||
Business combination net working capital acquired | $ 67.3 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 |
Debt Instrument [Line Items] | ||
Less: Original issue discount and deferred financing costs | $ (36.3) | $ (38.1) |
Long-term debt | 2,659.7 | 2,356.9 |
Less: current installments | (108.3) | (107.6) |
Total debt, excluding current installments | 2,551.4 | 2,249.3 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,011 | 710 |
5.500% Senior Notes due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 350 | 350 |
6.875% Senior Notes due 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 275 | 275 |
5.500% Senior Notes due 2027 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,060 | $ 1,060 |
Debt - Schedule of Debt (Parent
Debt - Schedule of Debt (Parenthetical) (Detail) | 3 Months Ended |
Sep. 26, 2020 | |
5.500% Senior Notes due 2024 [Member] | |
Debt Instrument [Line Items] | |
Debt instruments amount, interest rate | 5.50% |
Debt instruments maturity year | 2024 |
6.875% Senior Notes due 2025 [Member] | |
Debt Instrument [Line Items] | |
Debt instruments amount, interest rate | 6.875% |
Debt instruments maturity year | 2025 |
5.500% Senior Notes due 2027 [Member] | |
Debt Instrument [Line Items] | |
Debt instruments amount, interest rate | 5.50% |
Debt instruments maturity year | 2027 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Aug. 09, 2018 | Sep. 26, 2020 | Jun. 27, 2020 |
London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Additional junior term loan interest rate | 5.00% | ||
Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Additional junior term loan interest rate | 4.00% | ||
Letters of Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit, maximum borrowing capacity | $ 40,000,000 | ||
Percentage fee on average daily amount available to be drawn on each day under each outstanding letter of credit | 2.50% | ||
Letter of credits, outstanding amount | $ 28,300,000 | ||
Letters of Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 1 year | ||
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instruments face amount | $ 3,110,000,000 | ||
Credit facility, maturity date | Dec. 30, 2024 | ||
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. | ||
Letter of credits, outstanding amount | $ 166,000,000 | $ 139,600,000 | |
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] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, commitment fee rate | 0.25% | ||
ABL Facility [Member] | Revolving Credit Line [Member] | |||
Debt Instrument [Line Items] | |||
Additional short term loan | $ 110,000,000 |
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 | Sep. 26, 2020 | Jun. 27, 2020 |
Debt Instrument [Line Items] | ||
Aggregate borrowings | $ 1,011 | $ 710 |
Letters of credit under ABL Facility | 166 | 139.6 |
Excess availability, net of lenders’ reserves of $63.5 and $64.9 | $ 1,536.6 | $ 1,712.2 |
Average interest rate | 2.32% | 2.85% |
Debt - Summary of Outstanding_2
Debt - Summary of Outstanding Borrowings, Availability, and Average Interest Rate under ABL Facility (Parenthetical) (Detail) - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt amount reserve by lender | $ 63.5 | $ 64.9 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Millions | 3 Months Ended |
Sep. 26, 2020USD ($) | |
Lessee Lease Description [Line Items] | |
Operating lease renewal term | 10 years |
Operating lease, Option to extend | true |
Operating lease, Option to extend description | options to extend the leases for up to 10 years |
Operating lease, Option to terminate description | options to terminate the leases within 1 year |
Operating lease, Option to terminate | true |
Finance lease renewal term | 10 years |
Finance lease, Option to extend | true |
Finance lease, Option to extend description | options to extend the leases for up to 10 years |
Finance lease, Option to terminate description | options to terminate the leases within 1 year |
Finance lease, Option to terminate | true |
Undiscounted maximum amount for guarantees | $ 22.9 |
Future minimum operating lease payments, not yet commenced | $ 36.3 |
Operating leases, not yet commenced, lease term | 15 years |
Lessee, operating lease, lease not yet commenced, description | These leases relate to warehouse leases and are expected to commence in the third quarter of fiscal 2021 and first quarter of fiscal 2022 with lease terms of 15 years. |
Minimum [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease remaining term | 1 year |
Finance lease remaining term | 1 year |
Percentage of residual value guarantee under operating lease | 6.00% |
Operating lease expiration term | 5 years |
Operating lease expiration year | 2020 |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease remaining term | 20 years |
Finance lease remaining term | 20 years |
Percentage of residual value guarantee under operating lease | 16.00% |
Operating lease expiration term | 7 years |
Operating lease expiration year | 2027 |
Leases - Summary of Location of
Leases - Summary of Location of Lease Costs in Consolidated Statement of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Finance lease cost: | ||
Amortization of finance lease assets | $ 7.2 | $ 4.7 |
Interest on lease liabilities | 3 | 2.2 |
Total finance lease cost | 10.2 | 6.9 |
Operating lease cost | 27.8 | 28.1 |
Short-term lease cost | 5.1 | 5.9 |
Total lease cost | $ 43.1 | $ 40.9 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information related to Leases (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 24.6 | $ 26.8 |
Operating cash flows from finance leases | 3 | 2.2 |
Financing cash flows from finance leases | 8 | 4.6 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 26.8 | 8.7 |
Finance leases | $ 28.9 | $ 26.8 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancelable Leases (Detail) $ in Millions | Sep. 26, 2020USD ($) |
Operating Leases | |
Remainder of 2021 | $ 78.8 |
2022 | 91.6 |
2023 | 75.1 |
2024 | 56.5 |
2025 | 42.4 |
Thereafter | 214.7 |
Total future minimum lease payments | 559.1 |
Less: Interest | 105.8 |
Present value of future minimum lease payments | 453.3 |
Finance Leases | |
Remainder of 2021 | 34 |
2022 | 44.6 |
2023 | 43.4 |
2024 | 42.6 |
2025 | 38.4 |
Thereafter | 78.3 |
Total future minimum lease payments | 281.3 |
Less: Interest | 44.4 |
Present value of future minimum lease payments | $ 236.9 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Long-term debt | $ 2,659.7 | $ 2,356.9 |
Reported Value Measurement [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Long-term debt | 2,659.7 | 2,356.9 |
Fair Value Inputs Level 2 [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair value of long term debt | $ 2,738.6 | $ 2,402 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 64.70% | 21.90% | |
U.S. federal corporate income tax rate | 21.00% | ||
Net deferred tax assets | $ 184.1 | $ 186.2 | |
Net deferred tax liabilities | 305.3 | 301.8 | |
Valuation allowance | 0.7 | ||
Unrecognized tax benefits | 0.5 | $ 0.5 | |
Decrease in unrecognized tax benefits | $ 0.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 26, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Outstanding contracts and purchase orders for capital projects and services | $ 50.4 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - Purchasing Alliance [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Jun. 27, 2020 | |
Related Party Transaction [Line Items] | |||
Equity method investments | $ 4.8 | $ 3.5 | |
Purchases from related party | $ 243.7 | $ 254.2 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) shares in Millions | 3 Months Ended |
Sep. 28, 2019shares | |
Earnings Per Share [Abstract] | |
Potential common shares not included in computing diluted earnings per share due to antidilutive effect | 0.4 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted (Loss) Earnings Per Share Computations (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Numerator: | ||
Net (loss) income | $ (0.7) | $ 36.1 |
Denominator: | ||
Weighted-average common shares outstanding | 131.7 | 104 |
Dilutive effect of potential common shares | 1.6 | |
Weighted-average dilutive shares outstanding | 131.7 | 105.6 |
Basic (loss) earnings per share | $ (0.01) | $ 0.35 |
Diluted (loss) earnings per share | $ (0.01) | $ 0.34 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Sep. 26, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 7,046.8 | $ 6,243 |
Depreciation and amortization | 82.1 | 42.7 |
Capital expenditures | 40.8 | 22.8 |
Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 5,034.7 | 3,927 |
Depreciation and amortization | 61.8 | 24.6 |
Capital expenditures | 7.1 | 8.2 |
Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 2,005.8 | 2,310.5 |
Depreciation and amortization | 11.7 | 11.6 |
Capital expenditures | 29.9 | 8.7 |
Corporate & All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 6.3 | 5.5 |
Depreciation and amortization | 8.6 | 6.5 |
Capital expenditures | 3.8 | 5.9 |
Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | (96.8) | (79) |
Eliminations [Member] | Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 1.7 | 3.9 |
Eliminations [Member] | Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 0.5 | 0.6 |
Eliminations [Member] | Corporate & All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 94.6 | 74.5 |
Operating Segments [Member] | Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 5,036.4 | 3,930.9 |
Operating Segments [Member] | Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 2,006.3 | 2,311.1 |
Operating Segments [Member] | Corporate & All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 100.9 | $ 80 |
Segment Information - Schedul_2
Segment Information - Schedule of EBDITA and Reconciliation to Consolidated (Loss) Income Before Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | $ (82.1) | $ (42.7) |
Interest expense | (38.8) | (17.3) |
(Loss) income before taxes | (2) | 46.2 |
Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
EBITDA | 156.2 | 104 |
Depreciation and amortization | (61.8) | (24.6) |
Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
EBITDA | 11.7 | 51.5 |
Depreciation and amortization | (11.7) | (11.6) |
Corporate & All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
EBITDA | (49) | (49.3) |
Depreciation and amortization | $ (8.6) | $ (6.5) |
Segment Information - Summary A
Segment Information - Summary Assets by Reportable Segment, Excluding Intercompany Receivables (Detail) - USD ($) $ in Millions | Sep. 26, 2020 | Jun. 27, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 7,739.9 | $ 7,719.7 |
Foodservice [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 5,489.1 | 5,529.1 |
Vistar [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,432.8 | 1,385.4 |
Corporate & All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 818 | $ 805.2 |