UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 
FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 30, 2019


Performance Food Group Company
(Exact name of Registrant as Specified in Its Charter)


Delaware
001-37578
43-1983182
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

12500 West Creek Parkway
Richmond, Virginia
23238
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (804) 484-7700
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.01 par value
PFGC
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
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.  ☐

Item 1.01
Entry into a Material Definitive Agreement
 
As previously disclosed, on September 27, 2019, PFG Escrow Corporation (the “Escrow Issuer”), an indirect wholly-owned subsidiary of Performance Food Group Company (the “Company”), entered into an Indenture, dated as of September 27, 2019 (the “Indenture”), by and between the Escrow Issuer and U.S. Bank National Association, as trustee, pursuant to which the Escrow Issuer issued $1,060 million aggregate principal amount of 5.500% Senior Notes due 2027 (the “Notes”).
 
Upon issuance of the Notes, the gross proceeds of the offering, along with certain additional funds (the “Escrowed Funds”) were deposited into a segregated escrow account.
 
In connection with the Transaction (as defined and more fully described in Item 2.01 below), the Escrowed Funds were released from escrow and were used, together with the net proceeds from the settlement of the forward sale agreement, pursuant to which 11,638,000 shares will be issued on December 30, 2019 (the “Closing Date”), to fund the cash consideration for the Transaction and to pay related fees and expenses.
 
In connection with the release of the Escrowed Funds from escrow, the Escrow Issuer merged with and into Performance Food Group, Inc., a Colorado corporation (the “Issuer”), with the Issuer as the surviving entity in the merger, and by entry into a supplemental indenture to the Indenture (the “Supplemental Indenture”) along with PFGC, Inc., a Delaware corporation (the “Parent”) and each of the subsidiaries of the Parent identified as a “Guaranteeing Subsidiary” on the signature page thereto, the Issuer assumed all of the Escrow Issuer’s obligations as the issuer under the Indenture and the Notes and the Parent and the Guaranteeing Subsidiaries became guarantors under the Indenture.
 
The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the Indenture and Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2 hereto and the terms of which are incorporated by reference in this Item 1.01.

Item 2.01
Completion of Acquisition or Disposition of Assets
 
On the Closing Date, the Company completed the previously announced purchase of all of the outstanding limited liability company interests of Reinhart Foodservice, L.L.C., a Delaware limited liability company, and certain related subsidiaries (collectively, the “Acquired Companies”) for $2 billion in cash (the “Transaction”). The Transaction occurred pursuant to the terms of the Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among the Company, Ram Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Ram Holdings I, L.L.C., a Delaware limited liability company, Ram Holdings II, L.L.C., a Delaware limited liability company, Ram Holdings III, L.L.C., a Delaware limited liability company, Reyes Holdings, L.L.C., a Delaware limited liability company, and Lone Oak Realty LLC, a Delaware limited liability company.
 
The Company used the proceeds from the issuance of the Notes to fund a portion of the purchase price payable in the Transaction. The summary of the Supplemental Indenture, and the transactions contemplated thereby, in Item 1.01 of this Current Report is incorporated by reference in this Item 2.01.
 
Additional information regarding the Transaction was previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on July 1, 2019, which additional information is incorporated by reference in this Item 2.01.

The foregoing description of the Transaction is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and the terms of which are incorporated by reference in this Item 2.01.
 
Item 7.01
Regulation FD Disclosure
 
On the Closing Date, the Company issued a press release announcing the completion of the Transaction. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto and incorporated by reference in this Item 7.01. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits

  (a)
Financial Statements of Businesses Acquired

The audited carve-out financial statements of the Acquired Companies as of and for the years ended December 31, 2018 and 2017 are incorporated herein by reference as Exhibit 99.2. The unaudited carve-out financial statements of the Acquired Companies as of and for the nine months ended September 30, 2019 and 2018 are incorporated herein by reference as Exhibit 99.3.

  (b)
Pro forma Financial Information

The Company’s unaudited pro forma condensed combined statement of operations and explanatory notes as of and for the year ended June 29, 2019, are attached as Exhibit 99.4 hereto and incorporated by reference herein. The Company’s unaudited pro forma condensed combined statement of operations and explanatory notes as of and for the three months ended September 28, 2019, are attached as Exhibit 99.5 hereto and incorporated by reference herein.

  (d)
Exhibits

EXHIBIT INDEX

Exhibit No.
 
Description
2.1
 
Membership Interest Purchase Agreement, dated as of July 1, 2019, by and among Performance Food Group Company, Ram Acquisition Company, LLC, Ram Holdings I, L.L.C., Ram Holdings II, L.L.C., Ram Holdings III, L.L.C., Reyes Holdings, L.L.C. and Lone Oak Realty LLC (incorporated by reference as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on July 1, 2019)*
     
4.1
 
Indenture, dated as of September 27, 2019, by and between the Escrow Issuer and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the SEC on October 2, 2019
     
4.2
 
First Supplemental Indenture, dated as of December 30, 2019, among the Issuer, the Parent, the Guaranteeing Subsidiaries and U.S. Bank National Association, as trustee
     
4.3
 
Form of 5.500% Senior Notes due 2027 (incorporated by reference as 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 October 2, 2019)
     
 
Press Release issued by Performance Food Group Company, dated December 30, 2019
     
 
Audited carve-out financial statements of the Acquired Companies as of and for the years ended December 31, 2018 and 2017 (incorporated by reference as Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on September 16, 2019)
     
 
Unaudited carve-out financial statements of the Acquired Companies as of and for the nine months ended September 30, 2019 and 2018 (incorporated by reference as Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on November 18, 2019)
     
 
Unaudited pro forma condensed combined statement of operations and explanatory notes as of and for the year ended June 29, 2019 (incorporated by reference as Exhibit 99.4 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on September 16, 2019)
     
 
Unaudited pro forma condensed combined statements of operations and explanatory notes as of and for the three months ended September 28, 2019 (incorporated by reference as Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on November 18, 2019)
     
104
 
Cover page Interactive Data File (embedded within Inline XBRL document)
 
* Schedules (and similar attachments) to the Purchase Agreement have been omitted pursuant to Item 601 of Regulation S-K. The Company will furnish the omitted schedules (and similar attachments) to the Securities and Exchange Commission upon request by the Commission.

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
       
Date:
December 30, 2019
By:
/s/ A. Brent King
     
A. Brent King
     
Senior Vice President, General Counsel and Secretary


Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2019, among Performance Food Group, Inc. (the “Issuer”), PFGC, Inc. (the “Parent”), each of the subsidiaries of the Parent identified as a “Guaranteeing Subsidiary” on the signature page of this Supplemental Indenture (and, together with the Parent, the “Guaranteeing Entities”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
 
W I T N E S S E T H

WHEREAS, PFG Escrow Corporation, a Delaware corporation (the “Escrow Issuer”), has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of September 27, 2019, providing for the Escrow Issuer’s issuance of 5.500% Senior Notes due 2027, initially in the aggregate principal amount of $1,060,000,000 (the “Notes”);
 
WHEREAS, Section 4.17 of the Indenture provides that following satisfaction of the Escrow Conditions, the Escrow Issuer will merge with and into the Issuer, with the Issuer surviving, and the Issuer, the Parent and the Guaranteeing Subsidiaries will execute a supplemental indenture whereby the Issuer will assume all of the Escrow Issuer’s obligations and rights under the Indenture and the Parent and the Guaranteeing Subsidiaries will become Guarantors under the Indenture;
 
WHEREAS, on the date hereof, the Escrow Issuer is merging with and into the Issuer with the Issuer being the surviving Person of such merger (the “Merger”); and
 
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
 
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guaranteeing Entities and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
 
1.          CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
 
2.          ASSUMPTION OF OBLIGATIONS. Effective upon consummation of the Merger, the Issuer, pursuant to Section 4.17 of the Indenture, hereby expressly assumes and agrees to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by the Escrow Issuer under the Indenture and the Notes. The Issuer hereby agrees to be bound by all the terms, provisions and conditions of the Indenture and the Notes and agrees that it shall be a Successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Escrow Issuer under the Indenture and the Notes.

1
3.          CERTAIN DEFINED TERMS. The definition of the term “Issuer” in the Indenture and (ii) in the Notes, is hereby amended and restated in its entirety to read:
 
“Issuer” means Performance Food Group, Inc., a Colorado corporation.
 
All references in the Indenture to the “Issuer” shall refer to Performance Food Group, Inc.
 
4.          AGREEMENT OF THE GUARANTORS TO GUARANTEE. Each of the Guaranteeing Entities hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture, including, but not limited to, Article 10 thereof.
 
5.          NO RECOURSE AGAINST OTHERS. No past, present, or future director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, or any of their direct or indirect parent companies, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
 
6.          EXECUTION AND DELIVERY. Each of the Guaranteeing Entities agrees that the Guarantees are and shall remain in full force and effect.
 
7.          NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS, LIABILITIES OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING FOR ITSELF AND IN RESPECT OF ITS PROPERTIES, ASSETS AND REVENUES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.
 
8.          COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be deemed an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

2
9.          EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
 
10.        THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guaranteeing Entities.
 
11.        CUSIP NUMBERS. The Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. In connection with the execution and delivery of this Supplemental Indenture, the Issuer (i) will provide new CUSIP numbers, (ii) if required by the Depositary, will issue and duly execute new Notes which are printed with such new CUSIP numbers in accordance with the terms of the Indenture in exchange for the existing Notes, (iii) if new Notes are issued in accordance with clause (ii), will direct the Trustee to authenticate such new Notes in accordance with the terms of the Indenture and to provide such new CUSIP numbers to the Depositary, and will direct the Trustee to cancel the existing Notes and (v) will otherwise comply with the requirements of the Depositary.
 
12.        The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.  Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer and the Guaranteeing Entities, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the Guaranteeing Entities by action or otherwise, (iii) the due execution hereof by the Issuer and the Guaranteeing Entities or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
 
[Signature pages follow]

3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
 
Dated: December 30, 2019
 
 
PERFORMANCE FOOD GROUP, INC.
 
PFGC, INC.
 
AFFLINK HOLDING CORPORATION
 
AFFLINK, LLC
 
CONTINENTAL CONCESSION SUPPLIES, LLC
 
EBY-BROWN TRANSPORTATION, LLC
 
FOODSERVICE PURCHASING GROUP, LLC
 
FOX RIVER FOODS, INC.
 
FRF TRANSPORT, INC.
 
INSTITUTION FOOD HOUSE, INC.
 
KENNETH O. LESTER COMPANY, INC.
 
LIBERTY DISTRIBUTION COMPANY, LLC
 
NDA MARKETING, INC.
 
OHIO PIZZA PRODUCTS, LLC
 
OLD HICKORY LOGISTICS, LLC
 
PERFORMANCE TRANSPORTATION, LLC
 
PFG PFS, LLC
 
PFG SPECIALTY, INC.
 
PFG TRANSCO, INC.
 
PFST HOLDING CO.
 
T.F. KINNEALEY & CO., INC.
 
VEND CATERING SUPPLY, LLC
 
VISTAR TRANSPORTATION, LLC
 
REINHART FOODSERVICE, L.L.C.
 
MISSISSIPPI VALLEY FREIGHT SERVICE, LLC
 
REINHART LOUISIANA HOLDINGS, L.L.C.
 
REINHART FOODSERVICE LOUISIANA, L.L.C.
 
REINHART TRANSPORTATION, LLC
   
 
By:
/s/ George P. Hearn
 
   
Name: George P. Hearn
   
Title: Vice President and Treasurer

[Signature Page to First Supplemental Indenture]

 
EBY-BROWN COMPANY, LLC
     
 
By:
/s/ Richard W. Wake
 
   
Name: Richard W. Wake
   
Title: President and Treasurer

[Signature Page to First Supplemental Indenture]

 
U.S. BANK NATIONAL ASSOCIATION,
 
as Trustee
     
 
By:
/s/ Richard Prokosch
 
   
Name: Richard Prokosch
   
Title: Vice President

 
[Signature Page to First Supplemental Indenture]


Exhibit 99.1


NEWS RELEASE
   
For Immediate Release
Investors:
Media:
December 30, 2019
Bill Marshall
Trisha Meade
 
Vice President, Investor Relations
Director, Communications & Engagement
 
(804) 287-8108
(804) 285-5390
 
bill.marshall@pfgc.com
mediarelations@pfgc.com

Performance Food Group Company Completes the Acquisition of Reinhart Foodservice
 
Addition of Reinhart Positions PFG as One of the Largest Distributors in the U.S. with Approximately $30 Billion in Net Revenues and Nearly 25,000 Talented Associates
 
RICHMOND, Va. – Performance Food Group Company (PFG) (NYSE: PFGC) announced today that it has completed the acquisition of Reinhart Foodservice, L.L.C. (Reinhart). With the close of the transaction, PFG is now positioned as one of the largest distributors in the U.S., with approximately $30 billion in annual net revenue and nearly 25,000 talented associates. PFG continues to expect to generate approximately $50 million of annual run-rate cost synergies in the third full fiscal year following today’s close. This is anticipated to result in low single-digit Adjusted Diluted EPS accretion in the first full fiscal year and low double-digit accretion expected in the third full fiscal year.
 
“We are excited to close the acquisition and welcome Reinhart’s many talented associates to the PFG family of companies,” said George Holm, PFG Chairman, President & CEO. “The Reyes family has built a strong business and this transaction expands PFG’s platform to help our diverse customer base thrive. We are honored to add Reinhart’s proud history to PFG and look forward to creating shared success in the future."
 
“We are happy to welcome Reinhart to PFG,” said Craig Hoskins, PFG Executive Vice President and President & CEO of PFG’s Foodservice Segment. “Reinhart brings complementary strengths that will expand Performance Foodservice’s broadline presence, improve our network efficiency and help us achieve our long-term growth goals. There will be many opportunities for our organizations to learn from each other as Reinhart becomes an important part of PFG’s Foodservice Segment.”
 
Compelling Strategic and Financial Benefits
 

•
Expands Geographic Reach and Overall Scale: The addition of Reinhart’s distribution footprint in key geographies enhances PFG’s existing distribution platform and market density.

•
Complementary Customer-Centric Operating Models: Consistent go-to-market approaches and selling cultures are focused on customer success.

•
Enhances Attractive Customer Base and Product Offerings: Reinhart has a diverse customer base which includes independent restaurants, healthcare, education and other segments. The combined portfolio of proprietary brands broadens PFG’s offering.

•
Significant Synergy Opportunities: PFG continues to expect to achieve approximately $50 million in annual run-rate cost synergies in the third full fiscal year following the close of the transaction. Cost synergies have been identified primarily in procurement, operations, and logistics. PFG estimates one-time capital expenditures of $90 million in IT upgrades and integration over the next five years. Reinhart’s ongoing maintenance capital expenditures are approximately $50 million which is in line with PFG’s capital expenditures to net sales ratio.

•
Compelling Financial Impact: On a percentage basis, excluding transaction-related depreciation and amortization, PFG expects the transaction to be low single-digit accretive to Adjusted Diluted EPS in the first full fiscal year following the close and low double-digit accretive to Adjusted Diluted EPS in the third full fiscal year following the close. PFG is targeting a net debt-to-Adjusted EBITDA ratio of less than 4.0x within 18 months following closing of the transaction.
 
About Performance Food Group Company
 
Built on the many proud histories of our family of companies, Performance Food Group is a customer-centric foodservice distribution leader headquartered in Richmond, Virginia. Grounded by roots that date back to a grocery peddler in 1885, PFG today has a nationwide network of over 100 distribution centers, nearly 25,000 talented associates and thousands of valued suppliers across the country. With the goal of helping our customers thrive, we market and deliver quality food and related products to over 200,000 locations including independent and chain restaurants, schools, business and industry locations, healthcare facilities, vending distributors, office coffee service distributors, big box retailers, theaters and convenience stores. Building strong relationships is core to PFG’s success – from connecting associates with great career opportunities to connecting valued suppliers and quality products with PFG’s broad and diverse customer base. To learn more about PFG, visit pfgc.com.
 
Forward-Looking Statements
 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, all statements that do not relate solely to historical or current facts. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words.
 
Such forward-looking statements are subject to various risks and uncertainties, including but not limited to the factors discussed under the section entitled “Risk Factors” in PFG’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019 filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2019, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, which could cause actual future results to differ materially from those expressed in any forward-looking statements. Such factors include:
 

•
competition in our industry is intense, and we may not be able to compete successfully;

•
we operate in a low margin industry, which could increase the volatility of our results of operations;

•
we may not realize anticipated benefits from our operating cost reduction and productivity improvement efforts;

•
our profitability is directly affected by cost inflation or deflation and other factors;

•
we do not have long-term contracts with certain of our customers;

•
group purchasing organizations may become more active in our industry and increase their efforts to add our customers as members of these organizations;

•
changes in eating habits of consumers;

•
extreme weather conditions;

•
our reliance on third-party suppliers;

•
labor relations and costs risks and availability of qualified labor;

•
volatility of fuel and other transportation costs;

•
inability to adjust cost structure where one or more of our competitors successfully implement lower costs;
 

•
we may be unable to increase our sales in the highest margin portions of our business;

•
changes in pricing practices of our suppliers;

•
our growth strategy may not achieve the anticipated results;

•
risks relating to acquisitions, including the risks that we are not able to realize benefits of acquisitions or successfully integrate the businesses we acquire;

•
environmental, health, and safety costs;

•
the risk that we fail to comply with requirements imposed by applicable law or government regulations;

•
our reliance on technology and risks associated with disruption or delay in implementation of new technology;

•
costs and risks associated with a potential cybersecurity incident or other technology disruption;

•
product liability claims relating to the products we distribute and other litigation;

•
adverse judgments or settlements;

•
negative media exposure and other events that damage our reputation;

•
anticipated multiemployer pension related liabilities and contributions to our multiemployer pension plan;

•
decrease in earnings from amortization charges associated with acquisitions;

•
impact of uncollectibility of accounts receivable;

•
difficult economic conditions affecting consumer confidence;

•
departure of key members of senior management;

•
risks relating to federal, state, and local tax rules;

•
the cost and adequacy of insurance coverage;

•
risks relating to our outstanding indebtedness; and

•
our ability to maintain an effective system of disclosure controls and internal control over financial reporting.
 
Any forward-looking statement, including any contained herein, speaks only as of the time of this press release and we do not undertake to update or revise them as more information becomes available or to disclose any facts, events, or circumstances after the date of this press release that may affect the accuracy of any forward-looking statement, except as required by law.