SCHEDULE 1—Registrant’s Condensed Financial Statements
PERFORMANCE FOOD GROUP COMPANY
Parent Company Only
CONDENSED BALANCE SHEETS
(In millions per share data) |
|
As of
June 27, 2020 |
|
|
As of
June 29, 2019 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Income tax receivable |
|
$ |
- |
|
|
$ |
11.7 |
|
Total current assets |
|
|
- |
|
|
|
11.7 |
|
Investment in wholly owned subsidiary |
|
|
2,071.4 |
|
|
|
1,348.5 |
|
Total assets |
|
$ |
2,071.4 |
|
|
$ |
1,360.2 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities |
|
$ |
0.2 |
|
|
$ |
0.2 |
|
Total current liabilities |
|
|
0.2 |
|
|
|
0.2 |
|
Intercompany payable |
|
|
60.6 |
|
|
|
61.8 |
|
Total liabilities |
|
|
60.8 |
|
|
|
62.0 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
Common Stock: $0.01 par value per share, 1.0 billion shares authorized, 131.3 million shares issued and outstanding as of June 27, 2020;
1.0 billion shares authorized, 103.8 million shares issued and outstanding as of June 29, 2019 |
|
|
1.3 |
|
|
|
1.0 |
|
Additional paid-in capital |
|
|
1,703.0 |
|
|
|
866.7 |
|
Retained earnings |
|
|
306.3 |
|
|
|
430.5 |
|
Total shareholders’ equity |
|
|
2,010.6 |
|
|
|
1,298.2 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,071.4 |
|
|
$ |
1,360.2 |
|
See accompanying notes to condensed financial statements.
PERFORMANCE FOOD GROUP COMPANY
Parent Company Only
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
($ in millions) |
|
Fiscal year ended
June 27, 2020 |
|
|
Fiscal year ended
June 29, 2019 |
|
|
Fiscal year ended
June 30, 2018 |
|
Operating expenses |
|
$ |
0.6 |
|
|
$ |
0.5 |
|
|
$ |
3.3 |
|
Operating loss |
|
|
(0.6 |
) |
|
|
(0.5 |
) |
|
|
(3.3 |
) |
Income tax benefit |
|
|
- |
|
|
|
- |
|
|
|
(1.0 |
) |
Loss before equity in net income of subsidiary |
|
|
(0.6 |
) |
|
|
(0.5 |
) |
|
|
(2.3 |
) |
Equity in net (loss) income of subsidiary, net of tax |
|
|
(113.5 |
) |
|
|
167.3 |
|
|
|
201.0 |
|
Net (loss) income |
|
|
(114.1 |
) |
|
|
166.8 |
|
|
|
198.7 |
|
Other comprehensive (loss) income |
|
|
(10.1 |
) |
|
|
(9.4 |
) |
|
|
5.4 |
|
Total comprehensive (loss) income |
|
$ |
(124.2 |
) |
|
$ |
157.4 |
|
|
$ |
204.1 |
|
See accompanying notes to condensed financial statements.
PERFORMANCE FOOD GROUP COMPANY
Parent Company Only
CONDENSED STATEMENTS OF CASH FLOWS
($ in millions) |
|
Fiscal year
ended
June 27, 2020 |
|
|
Fiscal year
ended
June 29, 2019 |
|
|
Fiscal year
ended
June 30, 2018 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(114.1 |
) |
|
$ |
166.8 |
|
|
$ |
198.7 |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net loss (income) of subsidiary |
|
|
113.5 |
|
|
|
(167.3 |
) |
|
|
(201.0 |
) |
Changes in operating assets and liabilities, net |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax receivable |
|
|
11.7 |
|
|
|
(0.1 |
) |
|
|
(0.9 |
) |
Intercompany payables |
|
|
(1.2 |
) |
|
|
1.5 |
|
|
|
19.1 |
|
Net cash provided by operating activities |
|
|
9.9 |
|
|
|
0.9 |
|
|
|
15.9 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution to subsidiary |
|
|
(834.9 |
) |
|
|
— |
|
|
|
— |
|
Distribution from subsidiary |
|
|
5.0 |
|
|
|
9.3 |
|
|
|
— |
|
Net cash (used in) provided by investing activities |
|
|
(829.9 |
) |
|
|
9.3 |
|
|
|
— |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
4.8 |
|
|
|
6.6 |
|
|
|
12.3 |
|
Proceeds from sale of common stock |
|
|
828.1 |
|
|
|
— |
|
|
|
— |
|
Cash paid for shares withheld to cover taxes |
|
|
(7.9 |
) |
|
|
(7.5 |
) |
|
|
(28.2 |
) |
Repurchase of common stock |
|
|
(5.0 |
) |
|
|
(9.3 |
) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
|
820.0 |
|
|
|
(10.2 |
) |
|
|
(15.9 |
) |
Net (decrease) increase in cash and restricted cash |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cash and restricted cash, beginning of period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cash and restricted cash, end of period |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
See accompanying notes to condensed financial statements.
1. Description of Performance Food Group Company
Performance Food Group Company (the “Parent”) was incorporated in Delaware on July 23, 2002 to effect the purchase of all the outstanding equity interests of PFGC, Inc. (“PFGC”). The Parent has no significant operations or significant assets or liabilities other than its investment in PFGC. Accordingly, the Parent is dependent upon distributions from PFGC to fund its obligations. However, under the terms of PFGC’s various debt agreements, PFGC’s ability to pay dividends or lend to the Parent is restricted, except that PFGC may pay specified amounts to the Parent to fund the payment of the Parent’s franchise and excise taxes and other fees, taxes, and expenses required to maintain its corporate existence.
2. Basis of Presentation
The accompanying condensed financial statements (parent company only) include the accounts of the Parent and its investment in PFGC, Inc. accounted for in accordance with the equity method, and do not present the financial statements of the Parent and its subsidiary on a consolidated basis. These parent company only financial statements should be read in conjunction with the Performance Food Group Company consolidated financial statements. The Parent is included in the consolidated federal and certain unitary, consolidated and combined state income tax returns with its subsidiaries. The Parent’s tax balances reflect its share of such filings.
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