Performance Food Group Files 2024 10-K

TL;DR

PFGC dropped its 2024 10-K. All systems go, but check the debt details.

AI Summary

Performance Food Group Co. filed its 2024 10-K report, detailing its fiscal year ending June 29, 2024. The company, headquartered in Richmond, VA, operates in the wholesale groceries sector. Key financial data and operational details are presented, including information on its long-term debt and equity structure, with specific notes like the Five Point Five Percent Senior Notes Due Twenty Twenty Seven.

Why It Matters

This filing provides investors and analysts with a comprehensive overview of Performance Food Group's financial health, operational performance, and strategic positioning for the past fiscal year.

Risk Assessment

Risk Level: medium — The filing is a standard annual report and does not inherently indicate new or elevated risks beyond normal business operations.

Key Numbers

• 10-K — Filing Type (Annual report filed with the SEC)
• 20240629 — Fiscal Year End (End date of the reporting period)

Key Players & Entities

• Performance Food Group Co (company) — Filer of the 10-K
• 2024-06-29 (date) — Fiscal year end date
• Richmond, VA (location) — Company headquarters
• Five Point Five Percent Senior Notes Due Twenty Twenty Seven (dollar_amount) — Specific debt instrument mentioned

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value PFGC New York Stock Excha
• $115.2 million — on us; o the risk that we could owe a $115.2 million termination fee to Cheney Bros., Inc. (
• $2.1 billion — y Brothers") in a transaction valued at $2.1 billion. The closing of the contemplated transa

Filing Documents

• pfgc-20240629.htm (10-K) — 3542KB
• pfgc-ex19.htm (EX-19) — 137KB
• pfgc-ex21_1.htm (EX-21.1) — 41KB
• pfgc-ex23_1.htm (EX-23.1) — 4KB
• pfgc-ex31_1.htm (EX-31.1) — 14KB
• pfgc-ex31_2.htm (EX-31.2) — 14KB
• pfgc-ex32_1.htm (EX-32.1) — 8KB
• pfgc-ex32_2.htm (EX-32.2) — 8KB
• pfgc-ex97.htm (EX-97) — 36KB
• img133726696_0.jpg (GRAPHIC) — 3KB
• img133726696_1.jpg (GRAPHIC) — 170KB
• 0000950170-24-097033.txt ( ) — 16795KB
• pfgc-20240629.xsd (EX-101.SCH) — 2118KB
• pfgc-20240629_htm.xml (XML) — 3360KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 9 Item 1B. Unresolved Staff Comments 21 Item 1C. Cybersecurity 21 Item 2.

Properties

Properties 23 Item 3.

Legal Proceedings

Legal Proceedings 24 Item 4. Mine Safety Disclosures 24 PART II 25 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. [ Reserved ] 26 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 41 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 82 Item 9A.

Controls and Procedures

Controls and Procedures 82 Item 9B. Other Information 83 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 83 PART III 84 Item 10. Directors, Executive Officers and Corporate Governance 84 Item 11.

Executive Compensation

Executive Compensation 84 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 84 Item 13. Certain Relationships and Related Transactions, and Director Independence 84 Item 14. Principal Accountant Fees and Services 84 PART IV 85 Item 15. Exhibits and Financial Statement Schedules 85 Item 16. Form 10-K Summary 85

SIGNATURES

SIGNATURES 89 SPECIAL NOTE REGARDING F ORWARD-LOOKING STATEMENTS In addition to historical information, this Annual Report on Form 10-K (this "Form 10-K") may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are subject to the "safe harbor" created by those sections. All statements, other than statements of historical facts included in this Form 10-K, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, our results of operations, financial position, our business outlook, business trends and other information, and completion and integration of our proposed acquisition of Cheney Bros., Inc. (the "Cheney Brothers Transaction"), are forward-looking statements. Words such as "estimates," "expects," "contemplates," "will," "anticipates," "projects," "plans," "intends," "believes," "forecasts," "may," "should" and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates and projections will result or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking s

B usiness

Item 1. B usiness Performance Food Group Company ("we," "our," "us," "the Company," or "PFG"), through its subsidiaries, markets and distributes more than 250,000 food and food-related products from 144 distribution centers to over 300,000 customer locations across North America. Our approximately 37,000 employees serve a diverse mix of customers, from independent and chain restaurants to schools, business and industry locations, hospitals, vending distributors, office coffee service distributors, retailers, convenience stores, and theaters. We source our products from various suppliers and serve as an important partner to our suppliers by providing them access to our broad customer base. In addition to the products we offer to our customers, we provide value-added services by allowing our customers to benefit from our industry knowledge, scale, and expertise in the areas of product selection and procurement, menu development, and operational strategy. On September 1, 2021, we completed the acquisition of Core-Mark Holding Company, Inc. ("Core-Mark"). As a result, we expanded our convenience business, which includes operations in Canada. Refer to Note 4. Business Combinations within the Notes to Consolidated Financial Statements included in Part II, Item 8. Financial Statements ("Item 8") for additional details regarding the acquisition of Core-Mark. On August 13, 2024, we entered into a definitive Stock Purchase Agreement to acquire Cheney Bros., Inc. ("Cheney Brothers") in a transaction valued at $2.1 billion. The closing of the contemplated transaction is subject to customary conditions, including the receipt of required regulatory approvals. The $2.1 billion purchase price is expected to be financed with borrowing under the ABL Facility (as defined below under "- Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financing Activities" in Part II, Item 7 of this Form 10-K) and the net pr