Business Combinations |
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| Business Combination [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations | 4. Business Combinations During fiscal year 2026, the Company paid cash of $383.4 million, net of cash received, for three acquisitions reported in the Foodservice segment. These acquisitions did not materially affect the Company’s results of operations. During fiscal year 2025, the Company paid cash of $2.6 billion, net of cash received, for four acquisitions reported in Foodservice, Convenience, and Corporate and All Other. During fiscal year 2024, the Company paid cash of $307.7 million for two acquisitions, which are reported in the Specialty segment and Corporate and All Other. Included below is information related to the purchase price allocation for the three acquisitions in fiscal 2026 and our material acquisition of Cheney Bros., Inc. (“Cheney Brothers”) in fiscal 2025. Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date. The following table summarizes the purchase price allocation for each major class of assets acquired and liabilities assumed for the three acquisitions for fiscal 2026:
Intangible assets consist primarily of customer relationships and trade names with useful lives of to eleven years, and a total weighted-average useful life of 9.7 years. The excess of the estimated fair value of the assets acquired and the liabilities assumed over consideration paid was recorded as $82.6 million of goodwill. Cheney Brothers Acquisition On October 8, 2024, PFG acquired Cheney Brothers for $2.0 billion, consisting of $1,978.6 million of cash consideration, net of cash received, and $32.4 million of deferred consideration payable to the seller over the next five years. As of June 27, 2026, the deferred consideration payable to the seller was $23.4 million. The cash consideration portion of the purchase price was financed with borrowings under the Company’s asset-based revolving credit facility. Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date. The following table summarizes the purchase price allocation for each major class of assets acquired and liabilities assumed for the Cheney Brothers Acquisition:
Intangible assets consist primarily of customer relationships and trade names with useful lives of to , and a total weighted-average useful life of 11.5 years. The excess of the estimated fair value of the assets acquired and the liabilities assumed over consideration paid was recorded as $744.9 million of goodwill. The net sales and net loss related to Cheney Brothers recorded in the Company’s consolidated statements of operations for the fiscal year ended June 28, 2025, since the acquisition date of October 8, 2024 are $2.7 billion and $11.2 million, respectively. The net loss related to Cheney Brothers since the acquisition date was driven by depreciation and amortization of purchase accounting adjustments. The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on July 2, 2023.
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. The pro-forma net income for the fiscal year ended June 29, 2024 includes $75.6 million, after-tax, of acquisition costs assuming the acquisition had occurred on July 2, 2023. The recurring pro-forma adjustments include estimates of interest expense for the debt issued to finance the acquisition and estimates of depreciation and amortization associated with fair value adjustments for property, plant and equipment and intangible assets acquired. These unaudited pro-forma results do not necessarily represent financial results that would have been achieved had the acquisition actually occurred on July 2, 2023 or future consolidated results of operations of the Company. |
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