Performance Food Group (NYSE: PFGC) boosts sales and cash flow while managing higher debt costs
Rhea-AI Filing Summary
Performance Food Group Company reported higher sales but lower profit for the quarter and nine months ended March 28, 2026. Quarterly net sales rose to $16.29 billion from $15.31 billion, while net income fell to $41.7 million from $58.3 million as interest and operating costs increased.
For the first nine months, net sales grew to $49.81 billion from $46.36 billion, with net income slipping to $197.0 million from $208.7 million. Operating cash flow strengthened to $1.07 billion, supporting $384.2 million of Foodservice acquisitions and ongoing capital spending.
The company ended the period with $18.41 billion in total assets and $5.12 billion of long-term debt, after issuing $1.06 billion of 5.625% notes due 2034 and redeeming 5.500% notes due 2027. A $500 million share repurchase program runs through May 2029, with $498.8 million still available.
Positive
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Negative
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Insights
Sales and cash flow improved, but earnings are pressured by higher costs and debt service.
Performance Food Group increased quarterly net sales to $16.29 billion and nine‑month sales to $49.81 billion, reflecting volume growth and contributions from acquisitions, including $384.2 million of Foodservice deals and the prior Cheney Brothers transaction.
Despite this, quarterly net income declined to $41.7 million as operating expenses and interest expense rose, with interest reaching $311.8 million for the nine months. Leverage remains meaningful, with long‑term debt of $5.12 billion, though the company refinanced $1.06 billion of 2027 notes with 2034 notes at 5.625%.
Operating cash flow improved to $1.07 billion for the nine months ended March 28, 2026, easily funding capex and smaller acquisitions. A $500 million buyback authorization, with $498.8 million unused, offers flexibility, but actual deployment will depend on future cash generation, integration of acquisitions, and debt priorities disclosed in subsequent filings.
Key Figures
Key Terms
Segment Adjusted EBITDA financial
ABL Facility financial
One Big Beautiful Bill Act regulatory
Pillar Two minimum tax regime regulatory
International Emergency Economic Powers Act regulatory
LIFO reserve financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
For the transition period from to ___________
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Securities registered pursuant to Section 12(b) of the Act: |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
TABLE OF CONTENTS
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Special Note Regarding Forward-Looking Statements |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
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Controls and Procedures |
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PART II - OTHER INFORMATION |
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Item 1. |
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Legal Proceedings |
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Item 1A. |
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Risk Factors |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
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Defaults Upon Senior Securities |
39 |
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Item 4. |
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Mine Safety Disclosures |
39 |
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Item 5. |
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Other Information |
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Item 6. |
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Exhibits |
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SIGNATURES |
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2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends, and other information, 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 statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended June 28, 2025 (the “Form 10-K”), as such risk factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), and are accessible on the SEC’s website at www.sec.gov, and also include the following:
3
We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties, and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. We cannot assure you (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct, or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “the Company,” or “PFG” as used in this Form 10-Q refer to Performance Food Group Company and its consolidated subsidiaries.
4
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except per share data) |
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As of |
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As of |
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ASSETS |
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Current assets: |
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Cash |
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$ |
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$ |
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Accounts receivable, less allowances of $ |
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Inventories, net |
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Income taxes receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Goodwill |
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Other intangible assets, net |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Trade accounts payable and outstanding checks in excess of deposits |
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Accrued expenses and other current liabilities |
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Finance lease obligations—current installments |
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Operating lease obligations—current installments |
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Total current liabilities |
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Long-term debt |
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Deferred income tax liability, net |
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Finance lease obligations, excluding current installments |
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Operating lease obligations, excluding current installments |
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Other long-term liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Common Stock: $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss, net of tax benefit of $ |
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Retained earnings |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
5
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except per share data) |
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Three Months Ended |
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Three Months Ended |
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Nine Months Ended |
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Nine Months Ended |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of goods sold |
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Gross profit |
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Operating expenses |
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Operating profit |
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Other expense, net: |
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Interest expense |
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Other, net |
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Other expense, net |
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Income before taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Weighted-average common shares outstanding: |
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Basic |
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Diluted |
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Earnings per common share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
6
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In millions) |
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Three Months Ended |
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Three Months Ended |
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Nine Months Ended |
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Nine Months Ended |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax |
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Interest rate swaps: |
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Change in fair value, net of tax |
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( |
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( |
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Reclassification adjustment, net of tax |
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( |
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( |
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( |
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( |
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Foreign currency translation adjustment, net of tax |
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( |
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( |
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( |
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Other comprehensive income (loss) |
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( |
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( |
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$ |
( |
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Total comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
7
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
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Additional |
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Accumulated |
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Total |
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Common Stock |
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Paid-in |
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Comprehensive |
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Retained |
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Shareholders’ |
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(In millions) |
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Shares |
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Amount |
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Capital |
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Loss |
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Earnings |
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Equity |
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Balance as of December 28, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Interest rate swaps |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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Issuance of common stock under stock-based compensation plans |
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— |
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— |
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— |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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— |
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Common stock repurchased |
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( |
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— |
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( |
) |
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— |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Balance as of March 29, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Balance as of December 27, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Interest rate swaps |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Issuance of common stock under stock-based compensation plans |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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— |
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Common stock repurchased |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Balance as of March 28, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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8
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Additional |
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Accumulated |
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Total |
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Common Stock |
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Paid-in |
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Comprehensive |
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Retained |
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Shareholders’ |
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(In millions) |
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Shares |
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Amount |
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Capital |
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Income (Loss) |
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Earnings |
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Equity |
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Balance as of June 29, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Interest rate swaps |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Foreign currency translation adjustment |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Issuance of common stock under stock-based compensation plans |
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— |
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( |
) |
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— |
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— |
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( |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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— |
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Common stock repurchased |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Balance as of March 29, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Balance as of June 28, 2025 |
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( |
) |
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Net income |
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— |
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— |
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— |
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— |
|
|
|
|
|
|
|
||
Interest rate swaps |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Issuance of common stock under stock-based compensation plans |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Issuance of common stock under employee stock purchase plan |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Common stock repurchased |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of March 28, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
9
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions) |
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided |
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Provision for losses on accounts receivables |
|
|
|
|
|
|
||
Change in LIFO reserve |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Deferred income tax expense (benefit) |
|
|
|
|
|
( |
) |
|
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Change in fair value of derivative assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Other non-cash activities |
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
( |
) |
|
|
( |
) |
Income taxes receivable |
|
|
|
|
|
( |
) |
|
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
Trade accounts payable and outstanding checks in excess of deposits |
|
|
|
|
|
|
||
Accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Purchase of intangible assets |
|
|
( |
) |
|
|
|
|
Net cash paid for acquisitions |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property, plant and equipment and other |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Net (payments) borrowings under ABL Facility |
|
|
( |
) |
|
|
|
|
Borrowing of Notes due 2034 |
|
|
|
|
|
|
||
Borrowing of Notes due 2032 |
|
|
|
|
|
|
||
Repayment of Notes due 2027 |
|
|
( |
) |
|
|
|
|
Cash paid for debt issuance, extinguishment, and creditor fees for debt modification |
|
|
( |
) |
|
|
( |
) |
Payments under finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Net cash paid for acquisitions |
|
|
( |
) |
|
|
|
|
Proceeds from employee stock purchase plan |
|
|
|
|
|
|
||
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Cash paid for shares withheld to cover taxes |
|
|
( |
) |
|
|
( |
) |
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Net decrease in cash and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
10
The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
(In millions) |
|
As of March 28, 2026 |
|
|
As of June 28, 2025 |
|
||
Cash |
|
$ |
|
|
$ |
|
||
Restricted cash(1) |
|
|
|
|
|
|
||
Total cash and restricted cash |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information are as follows:
(In millions) |
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||
Cash paid during the year for: |
|
|
|
|
|
|
||
Interest (net of amounts capitalized) |
|
$ |
|
|
$ |
|
||
Income taxes (net of refunds received) |
|
|
|
|
|
|
||
See accompanying notes, which are an integral part of these unaudited consolidated financial statements.
11
PERFORMANCE FOOD GROUP COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 North America. 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, health and beauty care products and other items to vending distributors, big box retailers, theaters, convenience stores, drug stores, grocery stores, travel providers, hospitality providers, and direct to consumers.
Share Repurchase Program
In May 2025, the Board of Directors of the Company authorized a share repurchase program for up to $
Under the previous share repurchase program, during the three months ended March 29, 2025, the Company repurchased and subsequently retired
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 28, 2025 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. Certain prior period amounts have been reclassified to conform to current period presentation. 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 herein pursuant to applicable rules and regulations for interim financial statements.
3.
Recently Adopted Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The update provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The amendments introduce two permitted approaches for asset-related grants: a deferred income
12
approach or a cost accumulation approach. This pronouncement is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this ASU may be applied using a modified prospective, modified retrospective, or retrospective approach. The Company has early adopted the amendments in this update with a modified prospective approach for the third quarter of fiscal 2026 in this Form 10-Q. Since the FASB largely leveraged the guidance in International Accounting Standard 20: Accounting for Government Grants and Disclosure of Government Assistance, which the Company has historically applied by analogy, the provisions of this new standard do not have a material impact on the consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update expands public entities’ income tax disclosure requirements primarily by requiring disaggregation of specific categories and reconciling items that meet a quantitative threshold within the rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. This pronouncement is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in this update will be adopted for the fiscal year ending June 27, 2026 (“fiscal 2026”), with annual reporting requirements effective for our fiscal 2026 Annual Report on Form 10-K. The amendments in this update should be applied on a prospective basis, with retrospective application permitted. The provisions of the new standard will not impact the Company’s results of operations, financial position, or cash flows but will require the Company to expand its current income tax disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement--Reporting Comprehensive Income--Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The update improves the disclosures about a public entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. In January 2025, the FASB released ASU 2025-01 to clarify ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The amendments in this update will be adopted for the fiscal year ending July 1, 2028 (“fiscal 2028”), with annual reporting requirements effective for our fiscal 2028 Annual Report on Form 10-K and interim reporting requirements effective for our Quarterly Reports on Forms 10-Q within the fiscal year ending June 30, 2029 (“fiscal 2029”). The amendments in this update should be applied prospectively, however, retrospective application is permitted. The provisions of the new standard will not impact the Company’s results of operations, financial position, or cash flows but will require the Company to expand its disclosures of the Company’s expenses.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments--Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient for all entities to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) 606: Revenue from Contracts with Customers. In developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this update should be applied on a prospective basis. This pronouncement is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update will be adopted at the beginning of the fiscal year ending July 3, 2027 (“fiscal 2027”). The Company is currently evaluating the impact of adopting ASU 2025-05 on its future consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for and disclosure of internal-use software costs. This update removes all references to project stages, defines the threshold to begin capitalizing costs, and clarifies the disclosure requirements of capitalized software costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and can be applied retrospectively, prospectively, or on a modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact that adoption of ASU 2025-06 will have on its future consolidated financial statements, as well as when the Company will adopt the new guidance. If the Company does not elect to early adopt the new guidance, the amendments in this update will be adopted at the beginning of fiscal 2029.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvement. The new guidance amends existing guidance to simplify the application of hedge accounting, enhance alignment between risk management activities and financial reporting, and provide additional flexibility in the designation and measurement of certain hedging relationships. The amendments included in the five matters addressed in this ASU are intended to better reflect hedging and risk management strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This pronouncement is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted on any date on or after the issuance of the ASU. The amendments in this ASU should be applied on a prospective basis for all hedging relationships. The Company is currently evaluating the impact that adoption of ASU 2025-09 will have on its future consolidated financial statements, as well as when the Company will adopt the new guidance. If the Company does not elect to early adopt the new guidance, the amendments in this update will be adopted at the beginning of fiscal 2028.
13
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. This pronouncement is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments in this update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The provisions of the new standard will not impact the Company’s results of operations, financial position, or cash flows but may require the Company to expand its interim disclosures beginning in fiscal 2029.
4.
The Company markets and distributes primarily national and Company-branded food and food-related products to customer locations across North America. The Foodservice segment primarily services restaurants and 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. The Convenience segment distributes candy, snacks, beverages, cigarettes and other nicotine products, food and food-service products, and other items to convenience stores. The Specialty segment primarily specializes in distributing candy, snacks, beverages, and other items nationally to vending and office coffee service distributors as well as direct to consumer locations including theater and retail locations. The Company disaggregates revenue by customer type and 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 and are regularly assessed for impairment. The Company’s contract asset for these incentives totaled $
5. Business Combinations
During the first nine months of fiscal 2026, the Company paid cash of $
Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date.
(In millions) |
|
Fiscal 2026 |
|
|
Net working capital |
|
$ |
|
|
Goodwill |
|
|
|
|
Intangible assets with definite lives: |
|
|
|
|
Customer relationships |
|
|
|
|
Trade names |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Other assets |
|
|
|
|
Finance lease obligations |
|
|
( |
) |
Operating lease obligations |
|
|
( |
) |
Total purchase price |
|
$ |
|
|
Intangible assets consist primarily of customer relationships and trade names with useful lives of to
14
Cheney Brothers Acquisition
On October 8, 2024, PFG acquired Cheney Brothers for $
Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date.
(In millions) |
|
Cheney Brothers |
|
|
Net working capital |
|
$ |
|
|
Goodwill |
|
|
|
|
Intangible assets with definite lives: |
|
|
|
|
Customer relationships |
|
|
|
|
Trade names |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Other assets |
|
|
|
|
Deferred tax liabilities |
|
|
( |
) |
Finance lease obligations |
|
|
( |
) |
Operating lease obligations |
|
|
( |
) |
Other long-term liabilities |
|
|
( |
) |
Total purchase price |
|
$ |
|
|
Intangible assets consist primarily of customer relationships and trade names with useful lives of to
The net sales and net loss related to Cheney Brothers recorded in the Company’s Consolidated Statements of Operations for the first nine months of fiscal 2025 were $
The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on July 2, 2023:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(In millions) |
|
March 29, 2025 |
|
|
March 30, 2024 |
|
|
March 29, 2025 |
|
|
March 30, 2024 |
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
These pro-forma results include nonrecurring pro-forma adjustments related to acquisition costs incurred, including the amortization of the step up in fair value of inventory acquired as products were sold. The pro-forma net income for the nine months ended March 30, 2024 includes $
15
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 March 28, 2026 |
|
|
As of June 28, 2025 |
|
||
Credit Agreement |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Less: Original issue discount and deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Long-term debt |
|
|
|
|
|
|
||
Less: current installments |
|
|
|
|
|
|
||
Total debt, excluding current installments |
|
$ |
|
|
$ |
|
||
Credit Agreement
PFGC, Inc. (“PFGC”), a wholly-owned subsidiary of the Company, and Performance Food Group, Inc., a wholly-owned subsidiary of PFGC, are parties to the Sixth Amended and Restated Credit Agreement, dated September 9, 2024 (the “ABL Facility”), with Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, and the other lenders party thereto. The ABL Facility has an aggregate principal amount available of $
Performance Food Group, Inc. is the lead borrower under the ABL Facility, which is jointly and severally guaranteed by, and secured by the majority of the assets of, PFGC and all material domestic direct and indirect wholly-owned subsidiaries of PFGC (other than the captive insurance subsidiary 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 property, and owned transportation equipment. The borrowing base is reduced quarterly by a cumulative fraction of the real property 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
The following table summarizes outstanding borrowings, availability, and the average interest rate under the Company’s credit agreement:
(Dollars in millions) |
|
As of March 28, 2026 |
|
|
As of June 28, 2025 |
|
||
Aggregate borrowings |
|
$ |
|
|
$ |
|
||
Letters of credit |
|
|
|
|
|
|
||
Excess availability, net of lenders’ reserves of $ |
|
|
|
|
|
|
||
Average interest rate, excluding impact of interest rate swaps |
|
|
% |
|
|
% |
||
16
Senior Notes due 2027
On September 27, 2019, PFG Escrow Corporation (the “Escrow Issuer”), a wholly-owned subsidiary of PFGC, issued and sold $
Senior Notes due 2029
On July 26, 2021, Performance Food Group, Inc. issued and sold $
The proceeds from the Notes due 2029 were used to pay down the outstanding balance of a prior credit agreement, to redeem the
The Notes due 2029 were issued at
The indenture governing the Notes due 2029 contains covenants limiting, among other things, PFGC’s 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 due 2029 also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2029 to become or be declared due and payable.
Senior Notes due 2032
On September 12, 2024, Performance Food Group, Inc. issued and sold $
The Company intended to use the proceeds from the Notes due 2032, together with borrowings under the ABL Facility, to finance the cash consideration in connection with the Cheney Brothers Acquisition and to pay the fees, expenses, and other transaction costs incurred in connection with the Notes due 2032. However, since there was no requirement to hold the funds in escrow until the Cheney Brothers Acquisition closed, the net proceeds for the Notes due 2032 were initially used to pay down a portion of the outstanding balance of the ABL Facility. The Company subsequently funded the cash consideration for the Cheney Brothers Acquisition with borrowings under the ABL Facility.
The Notes due 2032 were issued at
17
principal amount of the Notes due 2032 being redeemed plus a make-whole premium as defined in the indenture governing the Notes due 2032 and accrued and unpaid interest. In addition, beginning on September 15, 2027, Performance Food Group, Inc. may redeem all or a part of the Notes due 2032 at a redemption price equal to
The indenture governing the Notes due 2032 contains covenants limiting, among other things, PFGC’s 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 due 2032 also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2032 to become or be declared due and payable.
Senior Notes due 2034
On February 19, 2026, Performance Food Group, Inc. issued and sold the Notes due 2034. The Notes due
The proceeds from the Notes due 2034, along with additional borrowings under the ABL Facility, were used to redeem the Notes due 2027, and to pay the fees, expenses, and other transaction costs incurred in connection with the issuance of the Notes due 2034.
The Notes due 2034 were issued at
The indenture governing the Notes due 2034 contains covenants limiting, among other things, PFGC’s 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 due 2034 also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2034 to become or be declared due and payable.
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 the present value of lease payments over the lease term at commencement date. When 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
18
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. Our leases have remaining lease terms of
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
The following table presents the location of the right-of-use assets and lease liabilities in the Company’s consolidated balance sheet as of March 28, 2026 and June 28, 2025 (in millions), as well as the weighted-average lease term and discount rate for the Company’s leases:
Leases |
|
Consolidated Balance Sheet Location |
|
As of |
|
|
As of |
|
||
Assets: |
|
|
|
|
|
|
|
|
||
Operating |
|
Operating lease right-of-use assets |
|
$ |
|
|
$ |
|
||
Finance |
|
|
|
|
|
|
|
|||
Total lease assets |
|
|
|
$ |
|
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
|
|
||
Operating |
|
Operating lease obligations—current installments |
|
$ |
|
|
$ |
|
||
Finance |
|
Finance lease obligations—current installments |
|
|
|
|
|
|
||
Non-current |
|
|
|
|
|
|
|
|
||
Operating |
|
Operating lease obligations, excluding current installments |
|
|
|
|
|
|
||
Finance |
|
Finance lease obligations, excluding current installments |
|
|
|
|
|
|
||
Total lease liabilities |
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Weighted average remaining lease term |
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||||
Finance leases |
|
|
|
|
|
|
||||
Weighted average discount rate |
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
% |
|
|
% |
||
Finance leases |
|
|
|
|
% |
|
|
% |
||
19
The following table presents the location of lease costs in the Company’s consolidated statement of operations for the periods reported (in millions):
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
||||||||||||
Lease Cost |
|
Statement of Operations Location |
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
||||
Finance lease cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of finance lease assets |
|
Operating expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Interest on lease liabilities |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total finance lease cost |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Operating lease cost |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
The following table presents the supplemental cash flow information related to leases for the periods reported (in millions):
|
|
Nine Months Ended |
|
|||||
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance leases |
|
|
|
|
|
|
||
Financing cash flows from finance leases |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
Finance leases |
|
|
|
|
|
|
||
The following table presents the future minimum lease payments under non-cancelable leases as of March 28, 2026 (in millions):
Fiscal Year |
|
Operating Leases |
|
|
Finance Leases |
|
||
2026 |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total future minimum lease payments |
|
$ |
|
|
$ |
|
||
Less: Interest |
|
|
|
|
|
|
||
Present value of future minimum lease payments |
|
$ |
|
|
$ |
|
||
As of March 28, 2026, the Company had additional operating and finance leases that had not yet commenced, which total $
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 $
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 federal, state, and foreign jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax
20
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.
On July 4, 2025, Public Law No. 119-21, referred to as the One Big Beautiful Bill Act (the “Act”), was enacted into law. The Act includes changes to U.S. tax law that are applicable to the Company in fiscal 2025 and fiscal 2026, including 100% bonus depreciation on qualified property, immediate expensing of domestic research costs and modification of the business interest expense limitation. The effects of these changes are reflected in the income tax provision for the nine months ended March 28, 2026. The Company expects a beneficial cash flow impact, with no material impact to its effective tax rate, in fiscal 2026 and future periods.
The Company’s effective tax rate was
As of March 28, 2026 and June 28, 2025, the Company had net deferred tax assets of $
Since the Organization for Economic Co-operation and Development (“OECD”) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting in 2021, a number of countries have begun to enact legislation to implement the OECD international tax framework, including the Pillar Two minimum tax regime. Of the regions in which we operate, Canada has implemented the Pillar Two framework effective January 1, 2024. The Company was not subject to Pillar Two minimum tax regime during the first thirty-nine weeks of fiscal 2026 under the applicable safe harbor rules.
10. Commitments and Contingencies
Purchase Obligations
The Company had outstanding contracts and purchase orders of $
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
21
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.
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 (“Master Complaint”) 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 subsidiaries Eby-Brown Company LLC (“Eby-Brown”) and Core-Mark Holding Company, Inc. (“Core-Mark”), as defendants. The Master Complaint also named additional distributors of JUUL products (collectively with Eby-Brown and Core-Mark, the “Distributor Defendants”). The Master Complaint contains various state law claims and alleges that the Distributor Defendants: (i) failed to disclose JUUL’s nicotine contents or the risks associated; (ii) pushed a product designed for a youth market; (iii) engaged with JUUL in planning and marketing its product in a manner designed to maximize the flow of JUUL products; (iv) met with JUUL management in San Francisco, California to further these business dealings; and (v) received incentives and business development funds for marketing and efficient sales. JUUL and Eby-Brown are parties to a Domestic Wholesale Distribution Agreement dated March 10, 2020 (the “Distribution Agreement”), 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. In addition, Core-Mark and JUUL have entered into a Defense and Indemnity Agreement dated March 8, 2021 (the “Defense Agreement”) pursuant to which JUUL has agreed to defend and indemnify Core-Mark, and JUUL is paying Core-Mark’s outside counsel fees directly.
On December 6, 2022, JUUL announced that it had reached settlements with the plaintiffs in the MDL and related cases that had been consolidated in the U.S. District Court for Northern District of California (the “MDL Settlement”). Per the settlement agreement, the MDL Settlement encompasses the various personal injury, consumer class action, government entity, and Native American tribe claims made against JUUL and includes, among others, all of the Distributor Defendants (including Core-Mark and Eby-Brown) as released parties. The release applicable to the Distributor Defendants, as well as certain other defendants, took effect when JUUL made the first settlement payment on October 27, 2023. The MDL Settlement Master informed the parties that there are ten plaintiffs who opted out of the MDL Settlement; however, those opt-out plaintiffs have amended their individual complaints and have removed Eby-Brown and Core-Mark as defendants in their individual cases.
On September 10, 2021, Michael Lumpkins filed a parallel lawsuit in Illinois state court against several entities, including JUUL, e-liquid manufacturers, various retailers, and various distributors, including Eby-Brown and Core-Mark, alleging similar claims to the claims at issue in the MDL (the “Illinois Litigation”). Because there was no federal jurisdiction for this case, it proceeded in Illinois state court. Plaintiff alleged as damages that his use of JUUL products caused a brain injury that was later exacerbated by medical negligence. The court denied Eby-Brown and Core-Mark’s motion to dismiss, and the case moved into the discovery phase. On October 20, 2025, the court entered a stipulated order of dismissal without prejudice as to various defendants, including Eby-Brown and Core-Mark. Following the order of dismissal, the Company considers the Illinois Litigation to be resolved. In the event the Plaintiff attempts to refile the Illinois Litigation against Eby-Brown or Core-Mark, the defense and indemnity of Eby-Brown and Core-Mark for the Illinois Litigation would be covered by the Distribution Agreement and the Defense Agreement, respectively.
Tax Liabilities
The Company is subject to customary audits by authorities in the jurisdictions where it conducts business in the United States and foreign countries, which may result in assessments of additional taxes. These additional taxes are accrued when probable and reasonably estimable.
Tariffs and Trade Regulations
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Although U.S. Customs and Border Protection is developing refund procedures for tariffs previously paid under IEEPA, significant uncertainty remains regarding potential tariff refunds and replacement tariffs under other statutes. The timing and amount of any recovery are uncertain and, therefore, we are unable to estimate the financial effects of potential tariff refunds, if any, at this time.
11. 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 $
22
12. Earnings Per Common 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 earnings per common 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 common 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. Potential common shares of
A reconciliation of the numerators and denominators for the basic and diluted earnings per common share computations is as follows:
(In millions, except per share amounts) |
|
Three Months Ended March 28, 2026 |
|
|
Three Months Ended March 29, 2025 |
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of potential common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average dilutive common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted earnings per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
13. Segment Information
Based on the Company’s organizational structure and how the Company’s management reviews operating results and makes decisions about resource allocation, the Company has
The Foodservice segment distributes a broad line of national brands, customer brands, and our proprietary-branded food and food-related products, or “Performance Brands.” Foodservice sells to independent and multi-unit chain restaurants and other institutions such as schools, healthcare facilities, business and industry locations, and retail establishments. Our chain customers are multi-unit restaurants with five or more locations and include some of the most recognizable family and casual dining restaurant chains. Our Convenience segment distributes candy, snacks, beverages, cigarettes, other tobacco products, food and foodservice related products, and other items to convenience stores across North America. Our Specialty segment specializes in distributing candy, snacks, beverages, and other items nationally to vending, office coffee service, theater, retail, hospitality, and other channels and utilizes third-party carriers to deliver direct to consumers for our supplier partners and to our customers whose order sizes are too small to be served effectively by our fleet network.
Corporate & All Other is comprised of corporate overhead and certain operations that are not considered separate reportable segments based on their size. Corporate & All Other may also include capital expenditures for certain information technology projects that are transferred to the segments once placed in service.
Intersegment sales represent sales between the segments, which are eliminated in consolidation.
The Company adopted ASU 2023-07, Segment Reporting - Improving Reportable Segment Disclosures (Topic 280) beginning with its Form 10-K for the fiscal year ended June 28, 2025 and applied the provisions on a retrospective basis to the fiscal 2025 periods presented in this Form 10-Q. Adoption of this standard resulted in additional disclosure of the significant expenses in the
23
respective segments. The Company’s significant segment expenses, Segment Cost of Goods Sold and Segment Operating Expense, are significant to the segment, regularly provided to or easily computed from information regularly provided to our CODM, and included in Segment Adjusted EBITDA. Accordingly, the segment expenses presented below exclude the same items that are excluded from Segment Adjusted EBITDA.
|
|
Reportable Segments |
|
|
Reconciling Items |
|
|
|
|
|||||||||||||||
(In millions) |
|
Foodservice |
|
|
Convenience |
|
|
Specialty |
|
|
Corporate |
|
|
Eliminations |
|
|
Consolidated |
|
||||||
For the three months ended March 28, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net external sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Inter-segment sales |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|||
Total net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment cost of goods sold(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating expenses(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment other (income) expense, net(3) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the three months ended March 29, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net external sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Inter-segment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Total net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment cost of goods sold(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating expenses(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment other (income) expense, net(3) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
24
|
|
Reportable Segments |
|
|
Reconciling Items |
|
|
|
|
|||||||||||||||
(In millions) |
|
Foodservice |
|
|
Convenience |
|
|
Specialty |
|
|
Corporate |
|
|
Eliminations |
|
|
Consolidated |
|
||||||
For the nine months ended March 28, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net external sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Inter-segment sales |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|||
Total net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment cost of goods sold(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating expenses(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment other (income) expense, net(3) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the nine months ended March 29, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net external sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Inter-segment sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Total net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment cost of goods sold(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment operating expenses(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Segment other (income) expense, net(3) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
25
Segment Adjusted EBITDA for each reportable segment and Corporate & All Other is presented below along with a reconciliation to consolidated income before taxes.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(In millions) |
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
||||
Foodservice Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convenience Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate & All Other |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Change in LIFO reserve |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain (loss) on fuel derivatives |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Acquisition, integration & reorganization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other adjustments (4) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Income before taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets by reportable segment and the reconciling items for Corporate & All Other, excluding intercompany receivables between segments, are as follows:
(In millions) |
|
As of |
|
|
As of |
|
||
Foodservice |
|
$ |
|
|
$ |
|
||
Convenience |
|
|
|
|
|
|
||
Specialty |
|
|
|
|
|
|
||
Corporate & All Other |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited Consolidated Financial Statements and the Notes thereto included in Item 1. Financial Statements (“Item 1”) of this Form 10-Q and the audited Consolidated Financial Statements and the Notes thereto included in Item 8. Financial Statements and Supplementary Data of the Form 10-K. In addition to historical consolidated financial information, this discussion contains forward-looking statements that reflect our plans, estimates, and beliefs and involve numerous risks and uncertainties, including those described in Item 1A. Risk Factors of the Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Form 10-Q.
Our Company
We market and distribute food and food-related products to customers across North America from our over 150 locations to over 300,000 customer locations in the “food-away-from-home” industry. We offer our customers a broad assortment of products including our proprietary-branded products, nationally branded products, and products bearing our customers’ brands. Our product assortment ranges from “center-of-the-plate” items (such as beef, pork, poultry, and seafood), frozen foods, and groceries to candy, snacks, and beverages. We also sell disposables, cleaning and kitchen supplies, and related products used by our customers, as well as cigarettes and other nicotine products. 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.
Based on the Company’s organizational structure and how the Company’s management reviews operating results and makes decisions about resource allocation, the Company has three reportable segments: Foodservice, Convenience, and Specialty. Our Foodservice segment distributes a broad line of national brands, customer brands, and our proprietary-branded food and food-related products, or “Performance Brands.” Foodservice sells to independent and multi-unit chain restaurants and other institutions such as schools, healthcare facilities, business and industry locations, and retail establishments. Our chain customers are multi-unit restaurants with five or more locations and include some of the most recognizable family and casual dining restaurant chains. Our Convenience segment distributes candy, snacks, beverages, cigarettes, other tobacco products, food and foodservice related products and other items to convenience stores across North America. Our Specialty segment distributes candy, snacks, beverages, and other items nationally to vending, office coffee service, theater, retail, and other channels and utilizes third-party carriers to deliver direct to consumers for our supplier partners and to our customers whose order sizes are too small to be served effectively by our fleet network. We believe our diverse segments provide substantial opportunities for cross-segment collaboration to better serve our customers, including business development, procurement, operational best practices such as the use of new productivity technologies, and supply chain and network optimization, as well as shared corporate functions such as accounting, treasury, tax, legal, information systems, and human resources.
Key Factors Affecting Our Business
Our business, our industry and the economy are subject to a number of macroeconomic conditions triggered by developments beyond our control, which can result in reduced demand for our products. The Company and our industry may face challenges related to geopolitical dynamics and other events, which can drive economic volatility, market uncertainty, inflationary pressure, supply chain disruptions, or lower disposable incomes, negatively affecting consumer confidence and discretionary spending. We continue to actively monitor the impacts of the evolving macroeconomic and geopolitical landscape, including rapidly evolving tariff and global trade policies and recent geopolitical events (such as the military conflict in the Middle East), on all aspects of our business. Although we have seen little impact from tariffs on our results during the first nine months of fiscal 2026, rapidly evolving tariff and global trade policies and geopolitical dynamics have continued to cause uncertainty throughout the first nine months of fiscal 2026. On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Although U.S. Customs and Border Protection is developing refund procedures for tariffs previously paid under IEEPA, significant uncertainty remains regarding potential tariff refunds and replacement tariffs under other statutes. The timing and amount of any recovery are uncertain and, therefore, we are unable to estimate the financial effects of potential tariff refunds, if any, at this time. The situation continues to evolve, and further legislative, regulatory, or judicial developments may affect the ultimate outcome and the availability or timing of any refunds. The scope and duration of existing and new tariffs imposed under alternate authorities and the resulting future impact on general economic conditions and our future financial position, liquidity, and results of operations likewise remains uncertain. Additionally, recent hostilities and geopolitical tensions, such as the conflict in the Middle East, have contributed to significantly higher fuel prices. To the extent increasing fuel expenses are not able to be offset by (i) fuel collar derivatives and/or (ii) diesel fuel surcharges (which are generally recognized on a one-month lag behind changes in fuel prices), prolonged high fuel prices could adversely affect our business, financial condition, or results of operations. Further, sustained macroeconomic challenges, whether due to tariffs, rising fuel prices, or otherwise, could negatively affect consumer discretionary spending decisions within our customers’ establishments, which could negatively impact our sales and profitability.
27
We believe that our performance is principally affected by the following key factors:
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures used by our management are discussed below. The percentages on the results presented below are calculated based on rounded numbers.
Case Growth
Case volume represents the volume of products sold to customers during a given period of time. Case growth is calculated by dividing the increase (decrease) in the case volumes sold year-over-year by the number of cases sold in the prior year. We define a case as the lowest level of packaged products as received from our suppliers, with one case containing several individually packaged units of the same product. Where individual packaged units are sold separately, case volume is calculated using the case equivalent quantity sold. Case growth provides useful information to management and investors in evaluating sales performance and as an indicator of gross margin performance. In our assessment of sales performance, management utilizes total case growth, as well as organic case growth, which excludes acquisition-related growth until the acquired business has been reflected in our results of operations for at least 12 months. While overall case growth reflects a key component of sales growth, case growth by customer type provides additional context around gross profit performance. Management also reviews case volume growth by customer type, with distinction between Foodservice independent and chain customers, as this provides a measure of gross profit performance due to the pricing strategies and product mix differences associated with each customer type.
Net Sales
Net sales is equal to gross sales, plus excise taxes, minus sales returns; minus sales incentives that we offer to our customers, such as rebates and discounts that are offsets to gross sales; and certain other adjustments. Our net sales are driven by changes in case volumes, product inflation that is reflected in the pricing of our products, mix of products sold and acquisitions.
Gross Profit
Gross profit is equal to our net sales minus our cost of goods sold. Cost of goods sold primarily includes inventory costs (net of supplier consideration), inbound freight, and remittances of excise tax. Cost of goods sold generally changes as we incur higher or lower costs from our suppliers and as our customer and product mix changes.
Adjusted EBITDA
Management measures operating performance based on our Adjusted EBITDA, defined as net income before interest expense, interest income, income and franchise taxes, and depreciation and amortization, further adjusted to exclude certain items that we do not consider part of our core operating results. Such adjustments include certain unusual, non-cash, non-recurring, cost reduction, or other adjustment items permitted in calculating covenant compliance under our ABL Facility and indentures (other than certain pro forma adjustments permitted under our ABL Facility and indentures governing the Notes due 2029, Notes due 2032, and Notes due 2034 relating to the Adjusted EBITDA contribution of acquired entities or businesses prior to the acquisition date). Under our ABL
28
Facility and indentures, our ability to engage in certain activities such as incurring certain additional indebtedness, making certain investments, and making restricted payments is tied to ratios based on Adjusted EBITDA (as defined in the ABL Facility and indentures). Our definition of Adjusted EBITDA may not be the same as similarly titled measures used by other companies.
Adjusted EBITDA is not a measure of operating income, operating performance, or liquidity presented in accordance with, or required by, GAAP and is subject to important limitations. We use this measure to evaluate the performance of our business on a consistent basis over time and for business planning purposes. In addition, targets based on Adjusted EBITDA are among the measures we use to evaluate our management’s performance for purposes of determining their compensation under our incentive plans. We believe that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors, and other interested parties, including our lenders under the ABL Facility and holders of our Notes due 2029, Notes due 2032, and Notes due 2034 in their evaluation of the operating performance of companies in industries similar to ours.
Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example, Adjusted EBITDA:
In calculating Adjusted EBITDA, we add back certain non-cash, non-recurring, and other items as permitted or required by our ABL Facility and indentures. Adjusted EBITDA, among other things:
We have included below reconciliations of Adjusted EBITDA to the most directly comparable measure calculated in accordance with GAAP for the periods presented.
Results of Operations and Adjusted EBITDA
The following table sets forth a summary of our results of operations and Adjusted EBITDA for the periods indicated:
|
|
Three Months Ended |
|
|||||||||||||
(In millions, except per share data) |
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
Change |
|
|
% |
|
||||
Net sales |
|
$ |
16,290.0 |
|
|
$ |
15,306.3 |
|
|
$ |
983.7 |
|
|
|
6.4 |
|
Cost of goods sold |
|
|
14,351.2 |
|
|
|
13,483.9 |
|
|
|
867.3 |
|
|
|
6.4 |
|
Gross profit |
|
|
1,938.8 |
|
|
|
1,822.4 |
|
|
|
116.4 |
|
|
|
6.4 |
|
Operating expenses |
|
|
1,789.9 |
|
|
|
1,648.0 |
|
|
|
141.9 |
|
|
|
8.6 |
|
Operating profit |
|
|
148.9 |
|
|
|
174.4 |
|
|
|
(25.5 |
) |
|
|
(14.6 |
) |
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
102.9 |
|
|
|
96.9 |
|
|
|
6.0 |
|
|
|
6.2 |
|
Other, net |
|
|
(9.9 |
) |
|
|
(1.0 |
) |
|
|
(8.9 |
) |
|
|
(890.0 |
) |
Other expense, net |
|
|
93.0 |
|
|
|
95.9 |
|
|
|
(2.9 |
) |
|
|
(3.0 |
) |
Income before income taxes |
|
|
55.9 |
|
|
|
78.5 |
|
|
|
(22.6 |
) |
|
|
(28.8 |
) |
Income tax expense |
|
|
14.2 |
|
|
|
20.2 |
|
|
|
(6.0 |
) |
|
|
(29.7 |
) |
Net income (GAAP) |
|
$ |
41.7 |
|
|
$ |
58.3 |
|
|
$ |
(16.6 |
) |
|
|
(28.5 |
) |
Adjusted EBITDA (Non-GAAP) |
|
$ |
410.6 |
|
|
$ |
385.1 |
|
|
$ |
25.5 |
|
|
|
6.6 |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
156.1 |
|
|
|
155.0 |
|
|
|
1.1 |
|
|
|
0.7 |
|
Diluted |
|
|
157.0 |
|
|
|
156.5 |
|
|
|
0.5 |
|
|
|
0.3 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.27 |
|
|
$ |
0.38 |
|
|
$ |
(0.11 |
) |
|
|
(28.9 |
) |
Diluted |
|
$ |
0.27 |
|
|
$ |
0.37 |
|
|
$ |
(0.10 |
) |
|
|
(27.0 |
) |
29
|
|
Nine Months Ended |
|
|||||||||||||
(In millions, except per share data) |
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
Change |
|
|
% |
|
||||
Net sales |
|
$ |
49,810.6 |
|
|
$ |
46,360.0 |
|
|
$ |
3,450.6 |
|
|
|
7.4 |
|
Cost of goods sold |
|
|
43,888.8 |
|
|
|
40,945.6 |
|
|
|
2,943.2 |
|
|
|
7.2 |
|
Gross profit |
|
|
5,921.8 |
|
|
|
5,414.4 |
|
|
|
507.4 |
|
|
|
9.4 |
|
Operating expenses |
|
|
5,358.1 |
|
|
|
4,865.9 |
|
|
|
492.2 |
|
|
|
10.1 |
|
Operating profit |
|
|
563.7 |
|
|
|
548.5 |
|
|
|
15.2 |
|
|
|
2.8 |
|
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
311.8 |
|
|
|
263.9 |
|
|
|
47.9 |
|
|
|
18.2 |
|
Other, net |
|
|
(12.2 |
) |
|
|
2.5 |
|
|
|
(14.7 |
) |
|
|
(588.0 |
) |
Other expense, net |
|
|
299.6 |
|
|
|
266.4 |
|
|
|
33.2 |
|
|
|
12.5 |
|
Income before income taxes |
|
|
264.1 |
|
|
|
282.1 |
|
|
|
(18.0 |
) |
|
|
(6.4 |
) |
Income tax expense |
|
|
67.1 |
|
|
|
73.4 |
|
|
|
(6.3 |
) |
|
|
(8.6 |
) |
Net income (GAAP) |
|
$ |
197.0 |
|
|
$ |
208.7 |
|
|
$ |
(11.7 |
) |
|
|
(5.6 |
) |
Adjusted EBITDA (Non-GAAP) |
|
$ |
1,341.9 |
|
|
$ |
1,220.0 |
|
|
$ |
121.9 |
|
|
|
10.0 |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
155.8 |
|
|
|
154.8 |
|
|
|
1.0 |
|
|
|
0.6 |
|
Diluted |
|
|
156.8 |
|
|
|
156.3 |
|
|
|
0.5 |
|
|
|
0.3 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
1.26 |
|
|
$ |
1.35 |
|
|
$ |
(0.09 |
) |
|
|
(6.7 |
) |
Diluted |
|
$ |
1.26 |
|
|
$ |
1.34 |
|
|
$ |
(0.08 |
) |
|
|
(6.0 |
) |
We believe that the most directly comparable GAAP measure to Adjusted EBITDA is net income. The following table reconciles Adjusted EBITDA to net income for the periods presented:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
(In millions) |
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
||||
Net income (GAAP) |
|
$ |
41.7 |
|
|
$ |
58.3 |
|
|
$ |
197.0 |
|
|
$ |
208.7 |
|
Interest expense |
|
|
102.9 |
|
|
|
96.9 |
|
|
|
311.8 |
|
|
|
263.9 |
|
Income tax expense |
|
|
14.2 |
|
|
|
20.2 |
|
|
|
67.1 |
|
|
|
73.4 |
|
Depreciation |
|
|
137.0 |
|
|
|
117.6 |
|
|
|
398.7 |
|
|
|
329.1 |
|
Amortization of intangible assets |
|
|
68.0 |
|
|
|
69.3 |
|
|
|
201.6 |
|
|
|
193.2 |
|
Change in LIFO reserve (1) |
|
|
18.4 |
|
|
|
8.4 |
|
|
|
71.0 |
|
|
|
38.9 |
|
Stock-based compensation expense |
|
|
12.9 |
|
|
|
12.6 |
|
|
|
38.5 |
|
|
|
35.6 |
|
(Gain) loss on fuel derivatives |
|
|
(9.6 |
) |
|
|
(0.2 |
) |
|
|
(9.6 |
) |
|
|
0.4 |
|
Acquisition, integration & reorganization expenses (2) |
|
|
15.9 |
|
|
|
5.8 |
|
|
|
34.2 |
|
|
|
76.2 |
|
Other adjustments (3) |
|
|
9.2 |
|
|
|
(3.8 |
) |
|
|
31.6 |
|
|
|
0.6 |
|
Adjusted EBITDA (Non-GAAP) |
|
$ |
410.6 |
|
|
$ |
385.1 |
|
|
$ |
1,341.9 |
|
|
$ |
1,220.0 |
|
30
Consolidated Results of Operations
Three and nine months ended March 28, 2026 compared to the three and nine months ended March 29, 2025
Net Sales
Net sales growth is primarily a function of acquisitions, case growth, pricing, including product inflation/deflation, and a changing mix of customers, channels, and product categories sold.
Net sales increased $983.7 million, or 6.4%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026 primarily driven by an increase in cases sold, including a favorable shift in mix of cases sold, and an increase in selling price per case as a result of inflation. Net sales increased $3.5 billion, or 7.4%, for the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 primarily driven by an increase in cases sold, including a favorable shift in mix of cases sold, acquisitions, including the Cheney Brothers Acquisition, and an increase in selling price per case as a result of inflation. Total case volume increased 4.4% and 5.7% during the third quarter and first nine months of fiscal 2026, respectively, compared to the same periods of fiscal 2025. Total organic case volume increased 3.7% and 3.1% in the third quarter and first nine months of fiscal 2026, respectively, compared to the same periods of fiscal 2025. Total organic case volume benefited from an increase of 6.5% and 6.0% in organic independent cases sold during the third quarter and first nine months of fiscal 2026, respectively, including growth in Performance Brands cases and growth in cases sold to Foodservice’s chain business. The overall rate of product cost inflation was approximately 4.5% for both the third quarter and first nine months of fiscal 2026.
Gross Profit
Gross profit increased $116.4 million, or 6.4%, for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 primarily driven by cost of goods sold optimization through procurement efficiencies, as well as a favorable shift in the mix of cases sold, including growth in the independent channel, which generates higher gross profit due to additional services provided. Gross profit increased $507.4 million, or 9.4%, for the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 primarily driven by the same drivers of the increase in gross profit for the third quarter of fiscal 2026, as well as acquisitions, including the Cheney Brothers Acquisition.
Operating Expenses
Operating expenses increased $141.9 million, or 8.6%, for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 primarily driven by a $71.7 million increase in personnel expenses related to salaries, commissions, and benefits, a $10.1 million increase in professional fees primarily related to the issuance of debt and recent acquisitions, a $15.8 million increase in depreciation and amortization expense mainly driven by an increase in transportation equipment and facilities under finance leases, $15.3 million additional operating expenses as a result of acquisitions, a $8.3 million increase in insurance expense related to auto insurance and workers’ compensation, and a $7.8 million increase in fuel expense due to higher fuel prices and miles driven as a result of new business.
Operating expenses increased $492.2 million, or 10.1%, for the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 primarily driven by a $201.4 million increase in personnel expenses related to salaries and wages, benefits, and commissions, additional operating expenses as a result of acquisitions, including $156.4 million related to the Cheney Brothers Acquisition, a $44.9 million increase in depreciation and amortization expense mainly driven by an increase in transportation equipment and facilities under finance leases, $20.2 million in legal and professional fees incurred in connection with shareholder activism and the clean team agreement with US Foods Holding Corp., a $13.1 million increase in fuel expense due to higher fuel prices and miles driven as a result of new business, and a $10.6 million increase in insurance expense related to auto insurance and workers’ compensation.
Net Income
Net income decreased $16.6 million, or 28.5%, for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 primarily driven by an increase in operating expenses, partially offset by increases in gross profit and other income due to unrealized gains on fuel collars. Net income decreased $11.7 million, or 5.6%, for the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 primarily driven by increases in operating expenses and interest expense, partially offset by increases in gross profit and other income due to unrealized gains on fuel collars. The increase in interest expense for the first nine months of fiscal 2026 was primarily the result of an increase in the average borrowings, including finance lease obligations, during the first nine months of fiscal 2026 compared to the prior year period.
The Company reported income tax expense of $14.2 million and $67.1 million for the third quarter and first nine months of fiscal 2026, respectively, compared to income tax expense of $20.2 million and $73.4 million for the third quarter and first nine months of fiscal 2025, respectively. Our effective tax rate for both the third quarter and first nine months of fiscal 2026 was 25.4% compared to 25.8% and 26.0% for the third quarter and first nine months of fiscal 2025, respectively. The effective tax rate for the three months ended March 28, 2026 differed from the prior year period primarily due to an increase in tax credits net of valuation allowance established, a decrease in state and foreign taxes as a percentage of income, and a decrease in non-deductible expenses,
31
partially offset by a decrease in deductible discrete items related to stock-based compensation. The effective tax rate for the nine months ended March 28, 2026 differed from the prior year period primarily due to an increase in tax credits net of valuation allowance established, partially offset by a decrease in deductible discrete items related to stock-based compensation and an increase in foreign taxes as a percentage of income.
Segment Results
Based on the Company’s organizational structure and how the Company’s management reviews operating results and makes decisions about resource allocation, the Company has three reportable segments: Foodservice, Convenience, and Specialty. Management evaluates the performance of these segments based on various operating and financial metrics, including their respective sales growth and Segment Adjusted EBITDA, which is the Company’s GAAP measure of segment profit. Segment Adjusted EBITDA is defined as net income before interest expense, interest income, income taxes, depreciation, and amortization and excludes certain items that the Company does not consider part of its segments’ core operating results, including stock-based compensation expense, changes in the LIFO reserve, acquisition, integration and reorganization expenses, and gains and losses related to fuel derivatives. See Note 13. Segment Information of the consolidated financial statements in this Form 10-Q.
Corporate & All Other is comprised of unallocated corporate overhead and certain operations that are not considered separate reportable segments based on their size. Corporate & All Other may also include capital expenditures for certain information technology projects that are transferred to the segments once placed in service.
The following tables set forth net sales and Segment Adjusted EBITDA by reportable segment and the reconciling items for Corporate & All Other and eliminations for the periods indicated (dollars in millions):
Net Sales
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
Change |
|
|
% |
|
||||
Foodservice |
|
$ |
8,795.9 |
|
|
$ |
8,374.5 |
|
|
$ |
421.4 |
|
|
|
5.0 |
|
Convenience |
|
|
6,241.5 |
|
|
|
5,740.0 |
|
|
|
501.5 |
|
|
|
8.7 |
|
Specialty |
|
|
1,191.0 |
|
|
|
1,131.2 |
|
|
|
59.8 |
|
|
|
5.3 |
|
Total segments |
|
$ |
16,228.4 |
|
|
$ |
15,245.7 |
|
|
$ |
982.7 |
|
|
|
6.4 |
|
Corporate & All Other |
|
|
237.1 |
|
|
|
221.5 |
|
|
|
15.6 |
|
|
|
7.0 |
|
Intersegment eliminations |
|
|
(175.5 |
) |
|
|
(160.9 |
) |
|
|
(14.6 |
) |
|
|
(9.1 |
) |
Total net sales |
|
$ |
16,290.0 |
|
|
$ |
15,306.3 |
|
|
$ |
983.7 |
|
|
|
6.4 |
|
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
Change |
|
|
% |
|
||||
Foodservice |
|
$ |
26,744.7 |
|
|
$ |
24,454.6 |
|
|
$ |
2,290.1 |
|
|
|
9.4 |
|
Convenience |
|
|
19,159.4 |
|
|
|
18,071.2 |
|
|
|
1,088.2 |
|
|
|
6.0 |
|
Specialty |
|
|
3,719.9 |
|
|
|
3,651.5 |
|
|
|
68.4 |
|
|
|
1.9 |
|
Total segments |
|
$ |
49,624.0 |
|
|
$ |
46,177.3 |
|
|
$ |
3,446.7 |
|
|
|
7.5 |
|
Corporate & All Other |
|
|
727.0 |
|
|
|
698.1 |
|
|
|
28.9 |
|
|
|
4.1 |
|
Intersegment eliminations |
|
|
(540.4 |
) |
|
|
(515.4 |
) |
|
|
(25.0 |
) |
|
|
(4.9 |
) |
Total net sales |
|
$ |
49,810.6 |
|
|
$ |
46,360.0 |
|
|
$ |
3,450.6 |
|
|
|
7.4 |
|
32
Segment Adjusted EBITDA
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
Change |
|
|
% |
|
||||
Foodservice |
|
$ |
281.0 |
|
|
$ |
275.0 |
|
|
$ |
6.0 |
|
|
|
2.2 |
|
Convenience |
|
|
100.2 |
|
|
|
74.7 |
|
|
|
25.5 |
|
|
|
34.1 |
|
Specialty |
|
|
73.5 |
|
|
|
77.9 |
|
|
|
(4.4 |
) |
|
|
(5.6 |
) |
Total segments |
|
$ |
454.7 |
|
|
$ |
427.6 |
|
|
$ |
27.1 |
|
|
|
6.3 |
|
Corporate & All Other |
|
|
(44.1 |
) |
|
|
(42.5 |
) |
|
|
(1.6 |
) |
|
|
(3.8 |
) |
Total Adjusted EBITDA |
|
$ |
410.6 |
|
|
$ |
385.1 |
|
|
$ |
25.5 |
|
|
|
6.6 |
|
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
March 28, 2026 |
|
|
March 29, 2025 |
|
|
Change |
|
|
% |
|
||||
Foodservice |
|
$ |
897.5 |
|
|
$ |
834.7 |
|
|
$ |
62.8 |
|
|
|
7.5 |
|
Convenience |
|
|
342.9 |
|
|
|
287.3 |
|
|
|
55.6 |
|
|
|
19.4 |
|
Specialty |
|
|
267.7 |
|
|
|
255.0 |
|
|
|
12.7 |
|
|
|
5.0 |
|
Total segments |
|
$ |
1,508.1 |
|
|
$ |
1,377.0 |
|
|
$ |
131.1 |
|
|
|
9.5 |
|
Corporate & All Other |
|
|
(166.2 |
) |
|
|
(157.0 |
) |
|
|
(9.2 |
) |
|
|
(5.9 |
) |
Total Adjusted EBITDA |
|
$ |
1,341.9 |
|
|
$ |
1,220.0 |
|
|
$ |
121.9 |
|
|
|
10.0 |
|
Segment Results—Foodservice
Three and nine months ended March 28, 2026, compared to the three and nine months ended March 29, 2025
Net Sales
Net sales for Foodservice increased $421.4 million, or 5.0%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026 driven primarily by organic case volume growth, including growth in our independent and chain business, an increase in selling price per case as a result of inflation, and recent acquisitions. Net sales for Foodservice increased $2.3 billion, or 9.4%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026 driven primarily by acquisitions, including the Cheney Brothers Acquisition, in addition to organic case volume growth and an increase in selling price per case as a result of inflation. Cheney Brothers contributed $2.8 billion in net sales for the first nine months of fiscal 2026 compared to $1.8 billion for the first nine months of fiscal 2025. Total case growth for Foodservice was 3.9% in the third quarter of fiscal 2026 and 7.5% in the first nine months of fiscal 2026, compared to the prior year periods. Total independent case growth was 7.3% and 11.1% for the third quarter and first nine months of fiscal 2026, respectively, compared to the prior year periods. Securing new, and expanding business with, independent customers resulted in organic independent case growth of 6.5% and 6.0% in the third quarter and first nine months of fiscal 2026, respectively, compared to the prior year periods. For the third quarter and first nine months of fiscal 2026, independent sales as a percentage of total Foodservice sales were 41.5% and 41.8%, respectively.
Segment Adjusted EBITDA
Adjusted EBITDA for Foodservice increased $6.0 million, or 2.2%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026. This increase was the result of an increase in gross profit, partially offset by an increase in operating expenses. Gross profit contributing to Foodservice’s Adjusted EBITDA increased $85.8 million, or 7.0%, in the third quarter of fiscal 2026 compared to the prior year period primarily driven by growth in cases sold, a favorable shift in the mix of cases sold, including more Performance Brands products sold to our independent customers, and recent acquisitions. Operating expenses impacting Foodservice’s Adjusted EBITDA increased $79.7 million, or 8.4%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026. Operating expenses increased compared to the prior year period primarily as a result of a $54.5 million increase in personnel expenses related to salaries, benefits, and commissions, $10.3 million additional operating expenses as a result of recent acquisitions, a $6.8 million increase in insurance expense related to auto insurance and workers’ compensation, and a $5.5 million increase in fuel expense due to higher fuel prices and miles driven as a result of new business.
Adjusted EBITDA for Foodservice increased $62.8 million, or 7.5%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026. This increase was the result of an increase in gross profit, partially offset by an increase in operating expenses. Gross profit contributing to Foodservice’s Adjusted EBITDA increased $394.3 million, or 11.2%, in the first nine months of fiscal 2026, primarily due to acquisitions, including the Cheney Brothers Acquisition, growth in cases sold, and a favorable shift in mix of cases sold, including more Performance Brands products sold to our independent customers. The Cheney Brothers Acquisition contributed an additional $142.8 million of gross profit impacting Adjusted EBITDA for the first nine months of fiscal 2026. Operating expenses impacting Foodservice’s Adjusted EBITDA increased $333.1 million, or 12.3%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026 primarily as a result of a $148.7 million increase in personnel expenses related to salaries, benefits, and commissions, additional operating expenses as a result of acquisitions, including $123.5 million related to the
33
Cheney Brothers Acquisition, a $22.0 million increase in insurance expense related to auto insurance and workers’ compensation, and a $10.4 million increase in fuel expense due to higher fuel prices and miles driven as a result of new business.
Depreciation and amortization of intangible assets recorded in this segment increased from $120.5 million in the third quarter of fiscal 2025 to $137.7 million in the third quarter of fiscal 2026 primarily due to an increase in transportation equipment and facilities under finance leases. Additionally, Foodservice depreciation and amortization of intangible assets increased from $321.5 million in the first nine months of fiscal 2025 to $401.4 million in the first nine months of fiscal 2026 primarily as a result of the Cheney Brothers Acquisition and an increase in transportation equipment and facilities under finance leases. The Cheney Brothers Acquisition contributed an additional $29.7 million in depreciation and amortization for the first nine months of fiscal 2026 compared to the prior year period.
Segment Results—Convenience
Three and nine months ended March 28, 2026, compared to the three and nine months ended March 29, 2025
Net Sales
Net sales for Convenience increased $501.5 million, or 8.7%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026 and increased $1,088.2 million, or 6.0%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026 driven primarily by case volume growth due to the addition of new chain customers and an acquisition completed in the fourth quarter of fiscal 2025 and inflation in selling price per case, partially offset by a revenue mix shift due to the decline in cigarette case volume. Total Convenience cases sold increased 8.8% and 5.2% for the third quarter and first nine months of fiscal 2026, respectively, compared to the prior year periods. Securing new chain customers resulted in an organic increase of 8.3% and 4.7% in Convenience cases sold for the third quarter and first nine months of fiscal 2026, respectively, compared to the prior year periods.
Segment Adjusted EBITDA
Adjusted EBITDA for Convenience increased $25.5 million, or 34.1%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026. This increase was a result of an increase in gross profit, partially offset by an increase in operating expenses. Gross profit contributing to Convenience’s Adjusted EBITDA increased $39.3 million, or 10.3%, for the third quarter of fiscal 2026 compared to the prior year period primarily due to pricing improvements from procurement efficiencies, inventory holding gains, an increase in cases sold, and income earned from manufacturers for distribution and related services. Operating expenses impacting Convenience’s Adjusted EBITDA increased $13.8 million, or 4.5%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026 primarily as a result of a $11.7 million increase in personnel expenses related to salaries and benefits to support case volume growth from the addition of new chain customers and $2.5 million additional operating expenses as a result of an acquisition completed in the fourth quarter of fiscal 2025.
Adjusted EBITDA for Convenience increased $55.6 million, or 19.4%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026. This increase was a result of an increase in gross profit, partially offset by an increase in operating expenses. Gross profit contributing to Convenience’s Adjusted EBITDA increased $88.6 million, or 7.2%, for the first nine months of fiscal 2026 compared to the prior year period primarily due to inventory holding gains, an increase in cases sold, pricing improvements from procurement efficiencies, and income earned from manufacturers for distribution and related services. Operating expenses impacting Convenience’s Adjusted EBITDA increased $33.8 million, or 3.6%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026 primarily as a result of a $19.9 million increase in personnel expenses related to salaries and benefits to support case volume growth from the addition of new chain customers and $7.4 million additional operating expenses as a result of an acquisition completed in the fourth quarter of fiscal 2025.
Depreciation and amortization of intangible assets recorded in this segment increased from $39.2 million in the third quarter of fiscal 2025 to $41.1 million in the third quarter of fiscal 2026 and increased from $116.8 million in the first nine months of fiscal 2025 to $122.0 million in the first nine months of fiscal 2026.
Segment Results—Specialty
Three and nine months ended March 28, 2026, compared to the three and nine months ended March 29, 2025
Net Sales
Net sales for Specialty increased $59.8 million, or 5.3%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026, primarily driven by an increase in selling price per case due to inflation as well as changes in channel mix, with growth in the vending, campus, travel stores, and concessions channels, partially offset by a decline in sales in the value stores and office supply channels. Net sales for Specialty increased $68.4 million, or 1.9%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026, primarily driven by an increase in selling price per case due to inflation as well as changes in channel mix, with growth in the vending, retail, office coffee service, and campus channels, partially offset by a decline in sales in the theater channel. Specialty cases sold for the third quarter of fiscal 2026 increased 1.1% compared to the prior year period due to growth in the vending, campus, travel
34
stores, and concessions channels, partially offset by declines in the value stores and office supply channels. Specialty cases sold for the first nine months of fiscal 2026 decreased 1.0% compared to the prior year period due to declines in the theater and value stores channels, partially offset by growth in the vending, retail, campus, and office coffee service channels.
Segment Adjusted EBITDA
Adjusted EBITDA for Specialty decreased $4.4 million, or 5.6%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026. This decrease was a result of an increase in operating expenses, partially offset by an increase in gross profit. Gross profit contributing to Specialty’s Adjusted EBITDA increased $6.0 million, or 3.0%, for the third quarter of fiscal 2026 primarily driven by pricing improvements from procurement efficiencies and a favorable shift in channel mix, partially offset by a decrease in inventory holding gains. Operating expenses impacting Specialty’s Adjusted EBITDA increased $10.4 million, or 8.4%, from the third quarter of fiscal 2025 to the third quarter of fiscal 2026 primarily due to a $6.9 million increase in personnel expenses related to wages and benefits and a $2.7 million increase in outbound freight expense.
Adjusted EBITDA for Specialty increased $12.7 million, or 5.0%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026 as a result of an increase in gross profit, partially offset by an increase in operating expenses. Gross profit contributing to Specialty’s Adjusted EBITDA increased $20.8 million, or 3.2%, for the first nine months of fiscal 2026 compared to the prior year period primarily driven by pricing improvements from procurement efficiencies and a shift in channel mix, partially offset by inventory holding gains. Operating expenses impacting Specialty’s Adjusted EBITDA increased $8.2 million, or 2.0%, from the first nine months of fiscal 2025 to the first nine months of fiscal 2026 primarily due to a $6.8 million increase in personnel expenses related to wages and benefits and a $4.3 million increase in outbound freight expense.
Depreciation and amortization of intangible assets recorded in this segment increased from $13.4 million in the third quarter of fiscal 2025 to $14.4 million in the third quarter of fiscal 2026 and decreased from $41.1 million in the first nine months of fiscal 2025 to $40.5 million in the first nine months of fiscal 2026.
Liquidity and Capital Resources
We have historically financed our operations and growth primarily with cash flows from operations, borrowings under our ABL Facility, operating and finance leases, and normal trade credit terms. We have typically funded our acquisitions with additional borrowings under our ABL Facility and occasionally with the net proceeds from the issuances of senior notes and/or equity. Our borrowing levels are subject to seasonal fluctuations, as well as procurement and acquisition activities. We borrow under our ABL Facility or pay it down regularly based on our cash flows from operating and investing activities. Our practice is to minimize interest expense while maintaining reasonable liquidity.
As market conditions warrant, we may from time to time seek to repurchase our securities or loans in privately negotiated or open market transactions, by tender offer or otherwise. Any such repurchases may be funded by incurring new debt, including additional borrowings under our ABL Facility. In addition, depending on conditions in the credit and capital markets and other factors, we will, from time to time, consider other financing transactions, the proceeds of which could be used to refinance our indebtedness, make investments or acquisitions or for other purposes. Any new debt may be secured debt.
We are exposed to interest rate risk related to changes in interest rates for borrowings under our ABL Facility. To add stability to interest expense and manage our exposure to interest rate movements, we enter into interest rate swap agreements. These swaps are designated as cash flow hedges and involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments. As of March 28, 2026, $150.0 million of the outstanding ABL Facility balance is hedged under interest rate swaps which results in 72% of our total debt outstanding, including finance lease obligations, being fixed-rate debt.
On May 27, 2025, the Board of Directors authorized a new share repurchase program for up to $500 million of the Company’s outstanding common stock. This authorization replaces the previously authorized $300 million share repurchase program. The new share repurchase program has an expiration date of May 27, 2029. Repurchases of the Company’s outstanding common stock will be made in accordance with applicable securities laws and may be made at management’s discretion from time to time in the open market, through privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 trading plans. The share repurchase program may be amended, suspended or discontinued at any time at the Board’s discretion, and does not commit the Company to repurchase any specified number of shares of its common stock. The actual timing, number and value of the shares to be purchased under the program will be determined by the Company at its discretion and will depend on a number of factors, including the performance of the Company’s stock price, general market and other conditions, applicable legal requirements and compliance with the terms of the Company’s outstanding indebtedness. During the three and nine months ended March 28, 2026, the Company repurchased and subsequently retired less than 0.1 million shares of common stock, for a total of $1.2 million or an average cost of $83.11 per share. As of March 28, 2026, $498.8 million remained available for share repurchases.
Under the previous share repurchase program, during the three months ended March 29, 2025, the Company repurchased and subsequently retired 0.2 million shares of common stock, for a total of $10.6 million or an average cost of $76.82 per share. During
35
the nine months ended March 29, 2025, the Company repurchased and subsequently retired 0.6 million shares of common stock, for a total of $44.2 million or an average cost of $75.57 per share.
Our contractual cash requirements over the next 12 months and beyond relate to our long-term debt and associated interest payments, operating and finance leases, and purchase obligations. For information regarding the Company’s expected cash requirements related to long-term debt and operating and finance leases, see Note 6. Debt and Note 7. Leases, respectively, of the consolidated financial statements in this Form 10-Q. As of March 28, 2026, the Company had total purchase obligations of $254.5 million, which includes agreements for purchases related to capital projects and services in the normal course of business, for which all significant terms have been confirmed, as well as a minimum amount due for various Company meetings and conferences. Purchase obligations also include amounts committed to various capital projects in process or scheduled to be completed in the coming fiscal years. As of March 28, 2026, the Company had commitments of $114.8 million for capital projects related to warehouse expansion and improvements and warehouse equipment. The Company anticipates using cash flows from operations or borrowings under the ABL Facility to fulfill these commitments. Amounts due under these agreements were not included in the Company’s consolidated balance sheet as of March 28, 2026.
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
We believe that our cash flows from operations and available borrowing capacity will be sufficient both to meet our anticipated cash requirements over at least the next 12 months and to maintain sufficient liquidity for normal operating purposes and to fund capital expenditures.
As of March 28, 2026, our cash balance totaled $56.1 million, including restricted cash of $10.2 million, as compared to a cash balance totaling $86.7 million, including restricted cash of $8.2 million, as of June 28, 2025.
Operating Activities
Nine months ended March 28, 2026, compared to the nine months ended March 29, 2025
During the first nine months of fiscal 2026 and fiscal 2025, our operating activities provided cash flow of $1,071.9 million and $827.1 million, respectively. The increase in cash flow provided by operating activities in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 was largely driven by higher cash-based operating income, improvements in working capital, and income tax refunds of $51.0 million received during the first nine months of fiscal 2026, partially offset by advanced purchases of inventory to take advantage of preferred pricing.
Investing Activities
Nine months ended March 28, 2026, compared to the nine months ended March 29, 2025
Cash used in investing activities totaled $656.9 million in the first nine months of fiscal 2026 compared to $2,875.1 million in the first nine months of fiscal 2025. These investments consisted of cash paid for acquisitions of $384.2 million in the first nine months of fiscal 2026 compared to $2,552.9 million in the first nine months of fiscal 2025, along with capital purchases of property, plant, and equipment of $265.9 million and $332.7 million for the first nine months of fiscal 2026 and the first nine months of fiscal 2025, respectively. For the first nine months of both fiscal 2026 and fiscal 2025, purchases of property, plant, and equipment primarily consisted of outlays for warehouse improvements and expansion, warehouse equipment, transportation equipment, and information technology. The following table presents the capital purchases of property, plant, and equipment by segment:
|
|
Nine Months Ended |
|
|||||
(In millions) |
|
March 28, 2026 |
|
|
March 29, 2025 |
|
||
Foodservice |
|
$ |
173.9 |
|
|
$ |
266.8 |
|
Convenience |
|
|
39.5 |
|
|
|
29.9 |
|
Specialty |
|
|
9.5 |
|
|
|
20.4 |
|
Corporate & All Other |
|
|
43.0 |
|
|
|
15.6 |
|
Total capital purchases of property, plant and equipment |
|
$ |
265.9 |
|
|
$ |
332.7 |
|
Financing Activities
Nine months ended March 28, 2026, compared to the nine months ended March 29, 2025
During the first nine months of fiscal 2026, our financing activities used cash flow of $445.6 million, which consisted primarily of the repayment of the $1.1 billion aggregate principal amount of the 5.500% Senior Notes due 2027, $271.5 million in net repayments under our ABL Facility, and $176.2 million in payments under finance lease obligations, partially offset by $1.1 billion in cash received from the issuance and sale of the Notes due 2034.
36
During the first nine months of fiscal 2025, our financing activities provided cash flow of $2,038.6 million, which consisted primarily of $1,229.7 million in net borrowings under our ABL Facility and $1.0 billion in cash received from the issuance and sale of the Notes due 2032, partially offset by $135.4 million in payments under finance lease obligations and $43.6 million in cash paid for repurchases of common stock.
The Company’s financing arrangements as of March 28, 2026 are described in Note 6. Debt of the consolidated financial statements within this Form 10-Q. As of March 28, 2026, the Company was in compliance with all of the covenants under the ABL Facility and the indentures governing the Notes due 2029, Notes due 2032, and the Notes due 2034.
Total Assets by Segment
Total assets by segment discussed below exclude intercompany receivables between segments.
Total assets for Foodservice increased $946.5 million from $10,845.7 million as of March 29, 2025 to $11,792.2 million as of March 28, 2026, primarily due to warehouse expansion and improvement projects and recent acquisitions within the segment. Total assets for Foodservice increased $521.1 million from $11,271.1 million as of June 28, 2025 to $11,792.2 million as of March 28, 2026, primarily due to recent acquisitions within the segment.
Total assets for Convenience increased $257.2 million from $4,086.5 million as of March 29, 2025 to $4,343.7 million as of March 28, 2026. During this time period, the segment increased its inventory due to advanced purchases to take advantage of preferred pricing and increased its property, plant and equipment through additional transportation equipment leases and a warehouse under finance lease. Additionally, the Convenience segment’s accounts receivable balance increased compared to the prior year period. These increases were partially offset by decreases in intangible assets due to normal amortization and right-of-use assets. Total assets for Convenience increased $66.9 million from $4,276.8 million as of June 28, 2025 to $4,343.7 million as of March 28, 2026. During this time period, the segment increased its inventory due to advanced purchases to take advantage of preferred pricing and increased its property, plant and equipment through additional transportation equipment leases and a warehouse under finance lease. These increases were partially offset by decreases in intangible assets due to normal amortization, cash, and accounts receivable.
Total assets for Specialty increased $24.6 million from $1,444.8 million as of March 29, 2025 to $1,469.4 million as of March 28, 2026. During this time period, this segment increased its accounts receivable and inventory, partially offset by decreases in right-of-use assets, property, plant, and equipment due to normal depreciation, and intangible assets due to normal amortization. Total assets for Specialty decreased $117.5 million from $1,586.9 million as of June 28, 2025 to $1,469.4 million as of March 28, 2026 primarily due to decreases in inventory due to sales in the normal course of business, property, plant, and equipment due to normal depreciation, accounts receivable, right-of-use assets, and intangibles assets due to normal amortization.
Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that are most important to portraying our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our most critical accounting policies and estimates include those that pertain to the allowance for doubtful accounts receivable, inventory valuation, insurance programs, income taxes, vendor rebates and promotional incentives, leases, and goodwill and other intangible assets, which are described in the Form 10-K. There have been no material changes to our critical accounting policies and estimates as compared to our critical accounting policies and estimates described in the Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
All of our market sensitive instruments are entered into for purposes other than trading. Our market risks consist of interest rate risk and fuel price risk.
Interest Rate Risk
There have been no material changes to our interest rate risk since June 28, 2025. For further discussion on our exposure to interest rate risk, see Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the Form 10-K.
Fuel Price Risk
We seek to minimize the effect of higher diesel fuel costs both by reducing fuel usage and by taking action to offset higher fuel prices. We reduce usage by designing more efficient truck routes and by increasing miles per gallon through on-board computers that monitor and adjust idling time and maximum speeds and through other technologies. We seek to manage fuel prices through diesel fuel surcharges to our customers (which are generally recognized on a one-month lag behind changes in fuel prices) and through the use of costless collars or swap arrangements.
As of March 28, 2026, we had collars in place for approximately 32% of the gallons we expect to use in the fourth quarter of fiscal 2026 and approximately 13% of the gallons we expect to use in the twelve months following March 28, 2026. Any changes in
37
fair value are recorded in the period of the change as unrealized gains or losses on fuel hedging instruments within other, net on the consolidated statements of operations. A hypothetical 10% increase or decrease in expected diesel fuel prices would result in an immaterial gain or loss for these derivative instruments. As a result of the significant increase in fuel prices during our fiscal third quarter, the Company recognized a gain of $9.6 million related to changes in the fair value of fuel collars.
Our fuel purchases occur at market prices. Using published market price projections for diesel and estimates of fuel consumption expected over the next twelve months, a 10% hypothetical increase in diesel prices from the market price would result in a potential increase of approximately $31.3 million in annual fuel costs within operating expenses, which would be partially offset by fuel surcharges passed through to our customers, generally on a one-month lag.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Regulations under the Exchange Act require public companies, including us, to maintain “disclosure controls and procedures,” which are defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required or necessary disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Form 10-Q, were effective to accomplish their objectives at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) under the Exchange Act), that occurred during the fiscal quarter ended March 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
38
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to various allegations, claims, and legal actions arising in the ordinary course of business. While it is impossible to determine with certainty the ultimate outcome of any of these proceedings, lawsuits, and claims, management believes that adequate provisions have been made or insurance secured for all currently pending proceedings so that the ultimate outcomes will not have a material adverse effect on our financial position. Refer to the “Litigation” section within Note 10. Commitments and Contingencies of the consolidated financial statements in this Form 10-Q for disclosure of ongoing litigation.
Item 1A. Risk Factors
There have been no material changes to our principal risks that we believe are material to our business, results of operations, and financial condition from the risk factors previously disclosed in the Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information relating to our purchases of the Company’s common stock during the third quarter of fiscal 2026.
Period |
|
Total Number |
|
|
Average Price |
|
|
Total Number of |
|
|
Maximum Dollar Value |
|
||||
December 28, 2025—January 24, 2026 |
|
|
1,720 |
|
|
$ |
90.10 |
|
|
|
— |
|
|
$ |
500.0 |
|
January 25, 2026—February 21, 2026 |
|
|
185 |
|
|
$ |
97.38 |
|
|
|
— |
|
|
$ |
500.0 |
|
February 22, 2026—March 28, 2026 |
|
|
15,237 |
|
|
$ |
83.58 |
|
|
|
14,459 |
|
|
$ |
498.8 |
|
Total |
|
|
17,142 |
|
|
$ |
84.38 |
|
|
|
14,459 |
|
|
|
|
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
39
Item 5. Other Information
The table below shows the plans or other arrangements adopted or
Name |
|
Title |
|
Action |
|
Date |
|
Rule |
|
Non-Rule |
|
Number of |
|
Expiration Date (3) |
|
|
|
|
X |
|
|
|
|
||||||
|
|
|
|
X |
|
|
|
|
||||||
|
|
|
|
X |
|
|
|
100% net shares of common stock (not yet determinable) resulting from the vesting of certain equity awards (net shares are net of tax withholding) to be sold |
|
|||||
|
|
|
|
X |
|
|
|
|
||||||
|
|
|
|
X |
|
|
|
|
40
Item 6. Exhibits
Exhibit |
|
Description |
|
|
|
|
|
|
4.1 |
|
Indenture, dated as of February 19, 2026, among Performance Food Group, Inc., PFGC, Inc., the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, transfer agent, registrar and paying agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on February 19, 2026). |
|
|
|
|
|
4.2 |
|
Form of 5.625% Senior Notes due 2034 (included in Exhibit 4.1 and incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on February 19, 2026). |
|
|
|
|
|
31.1* |
|
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
31.2* |
|
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.1* |
|
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
32.2* |
|
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Filed herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
PERFORMANCE FOOD GROUP COMPANY (Registrant) |
||
|
|
|
|
|||
Date: May 6, 2026 |
|
|
|
By: |
|
/s/ H. Patrick Hatcher |
|
|
|
|
Name: |
|
H. Patrick Hatcher |
|
|
|
|
Title: |
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory) |
42