þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: | ||
Performance Food Group Company Employee Savings and Stock Ownership Plan | |||
B. | Name of issuer of the securities held pursuant to the plan and address of its principal executive office: | ||
Performance Food Group Company, | |||
12500 West Creek Parkway, Richmond, Virginia 23238 |
Page | ||||
Report of KPMG LLP, Independent Registered Public Accounting Firm |
1 | |||
Statements of Net Assets Available for Benefits December 31, 2006 and 2005 |
2 | |||
Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2006 |
3 | |||
Notes to Financial Statements |
4 | |||
Supplemental Schedule |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) December 31, 2006 |
12 | |||
Signatures |
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Exhibit 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm |
2006 | 2005 | |||||||||||||||||||||||
401(k) and | 401(k) and | |||||||||||||||||||||||
ESOP | profit sharing | Total | ESOP | profit sharing | Total | |||||||||||||||||||
Investments (notes 3 and 6): |
||||||||||||||||||||||||
Common stock of Performance Food Group
Company, at fair value |
$ | 25,667,485 | 5,936,002 | 31,603,487 | 31,429,935 | 4,681,843 | 36,111,778 | |||||||||||||||||
Mutual funds, at fair value |
6,137,470 | 75,101,700 | 81,239,170 | 4,539,450 | 61,259,651 | 65,799,101 | ||||||||||||||||||
Common collective trust funds, at fair value |
2,472,835 | 53,489,607 | 55,962,442 | 2,854,336 | 48,243,314 | 51,097,650 | ||||||||||||||||||
Participant loans, at cost, which approximates fair value |
| 6,186,138 | 6,186,138 | | 5,651,596 | 5,651,596 | ||||||||||||||||||
Total investments |
34,277,790 | 140,713,447 | 174,991,237 | 38,823,721 | 119,836,404 | 158,660,125 | ||||||||||||||||||
Employee contributions receivable |
| 229 | 229 | | 40 | 40 | ||||||||||||||||||
Employer contributions receivable |
| 120 | 120 | | 19 | 19 | ||||||||||||||||||
Forfeitures receivable (payable) |
41,227 | (41,227 | ) | | | | | |||||||||||||||||
Total assets |
34,319,017 | 140,672,569 | 174,991,586 | 38,823,721 | 119,836,463 | 158,660,184 | ||||||||||||||||||
Refund of excess contributions payable |
| 110,627 | 110,627 | | | | ||||||||||||||||||
Total liabilities |
| 110,627 | 110,627 | | | | ||||||||||||||||||
Net assets available for
benefits at fair value (note 5) |
34,319,017 | 140,561,942 | 174,880,959 | 38,823,721 | 119,836,463 | 158,660,184 | ||||||||||||||||||
Adjustment from fair value to contract value for fully
benefitresponsive investment contracts |
| 424,201 | 424,201 | | | | ||||||||||||||||||
Net assets available for benefits |
$ | 34,319,017 | 140,986,143 | 175,305,160 | 38,823,721 | 119,836,463 | 158,660,184 | |||||||||||||||||
2
401(k) and | ||||||||||||
ESOP | profit sharing | Total | ||||||||||
Additions to assets attributed to: |
||||||||||||
Interest and dividend income |
$ | | 5,653,010 | 5,653,010 | ||||||||
Net appreciation in fair value of
investments (note 3) |
476,752 | 6,939,642 | 7,416,394 | |||||||||
Employee contributions |
| 14,085,437 | 14,085,437 | |||||||||
Employer contributions |
| 8,975,971 | 8,975,971 | |||||||||
Rollovers from other plans |
| 2,094,513 | 2,094,513 | |||||||||
Total additions |
476,752 | 37,748,573 | 38,225,325 | |||||||||
Deductions from assets attributed to: |
||||||||||||
Benefits paid to participants |
4,914,516 | 16,152,827 | 21,067,343 | |||||||||
Fees and commissions |
66,940 | 446,066 | 513,006 | |||||||||
Total deductions |
4,981,456 | 16,598,893 | 21,580,349 | |||||||||
Increase (decrease) in net assets
available for benefits (note 5) |
(4,504,704 | ) | 21,149,680 | 16,644,976 | ||||||||
Net assets available for benefits: |
||||||||||||
Beginning of year |
38,823,721 | 119,836,463 | 158,660,184 | |||||||||
End of year |
$ | 34,319,017 | 140,986,143 | 175,305,160 | ||||||||
3
(1) | Description of the Plan | |
The following description of the Performance Food Group Company Employee Savings and Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plans provisions. |
(a) | General | ||
The Plan consists of two components: an employee stock ownership plan (the ESOP component) and a defined contribution plan (the 401(k) and profit sharing component). Effective January 1, 2006, all newly hired associates are automatically enrolled as a participant in the Plan on the first day of the month following the date the employee completes 60 days of service unless an election is made otherwise. Those who are automatically enrolled begin deferrals at a rate equal to 1% of annual pay. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | |||
The Plans investments are held in funds administered by Wachovia Bank, N.A. (Wachovia), which acts as trustee for the Plan. It is the responsibility of Wachovia to manage the assets of the Plan in accordance with the terms of the trust agreement and to make distributions from the Plan as Performance Food Group Company (the Company) may direct in writing. | |||
Costs of plan administration may be paid by the Plan; however, certain expenses have been paid by the Company. During 2006 and 2005, the Company paid plan administrative expenses of approximately $86,847 and $102,988, respectively. | |||
(b) | Contributions | ||
Participants may elect to contribute from 1% to 50% of their salaries to their 401(k) savings plan accounts through payroll deductions. A participants maximum annual tax-deferred contribution was limited to $15,000 in 2006. This limitation is adjusted annually as provided in Internal Revenue Code (IRC) Section 415(d). Participants who are 50 years or older are eligible to make an additional pretax contribution, known as a catch-up contribution, which is not subject to the statutory limitations applicable to regular employee contributions. The limit for catch-up contributions in 2006 was $5,000 per participant. In 2006, the Company matched 200% of the first 1% of participant contributions, 100% of the next 1% of participant contributions, and 50% of the next 2% of participant contributions. In 2006, 25% of the first 200% of the Companys contribution was made in common stock of the Company. In addition, the Company, at the discretion of the board of directors (the Board), may make additional contributions of cash or Company common stock to the Plan. In 2006, the Board approved and recorded a discretionary profit sharing allocation in the amount of $696,920 based on the Companys consolidated pretax profits during the 2005 fiscal year. |
4
Participants in the 401(k) component of the Plan currently have 12 investment options available to them with respect to how their participant and employer contributions are invested. The investment options include common collective trust funds, a money market fund, various types of mutual funds, and the Companys common stock. Participants may direct their contributions to one or more of these investment options, with the exception that participants may not direct more than 25% of their contributions to the Companys common stock investment option. | |||
(c) | Participant Accounts | ||
Each participants account is credited with the participants salary reduction contribution, the Companys matching contribution, an allocation of the profit sharing contribution, if applicable, and earnings of the Plan. At September 30, 2004, all shares of the Companys common stock subject to the ESOP component had been allocated to participants and no new participants in the ESOP component of the Plan will be added after December 31, 2003. | |||
Forfeitures of unvested balances are used to reduce future Company contributions for the 401(k) component of the Plan and/or pay plan expenses (see note 1(f)). Forfeitures of unvested balances for the ESOP Plan are reallocated to participant accounts. ESOP Plan forfeitures in 2006 were $145,773. | |||
(d) | Vesting | ||
Each participant is fully vested in his or her salary reduction contribution account, rollover account, if any, and prior plan employee account, if any. | |||
Vesting for the employer contribution accounts is as follows: |
Years of service: |
||||
Less than 1 year |
None | |||
1 year |
20 | % | ||
2 years |
40 | |||
3 years |
60 | |||
4 years |
80 | |||
5 years or more |
100 |
A year of service is credited on each anniversary of a participants employment. | |||
(e) | Participant Loans | ||
Participants may borrow from their accounts amounts not less than $1,000 and not exceeding the lesser of $50,000 or 50% of their vested account balances. Loans are to be repaid through payroll deductions over a period of one to five years; however, if the loan proceeds are used to acquire a principal residence of the participant, repayment terms can be extended to 10 years. Repayments of principal and interest are credited directly to the participants current investment election. The interest rate charged is set at the time of the loan, fixed for the duration of the loan and is based on the prime rate in effect the day the loan was made. Loan balances due upon termination are either paid in full or will be deducted from the participants total distribution from the Plan. |
5
(f) | Payment of Benefits | ||
Upon termination of employment, retirement, disability, or death, participants are entitled to their vested interests in the Plan. Benefits from the 401(k) component of the Plan are paid in cash and the ESOP benefits are paid in whole shares of Company common stock or cash in accordance with provisions of the Plan. A participant may elect to receive benefits as follows: (1) a lump-sum distribution, or (2) other forms of settlement approved by the Board. | |||
Any unvested interest in the 401(k) component of the Plan is forfeited upon a termination distribution of the participants vested account balance or after the participant reaches a five year period of severance from the Plan, and is used to reduce future employer matching contributions. Forfeitures in 2006 were $843,734. | |||
(g) | Related-Party Transactions | ||
Certain plan investments are shares of the Companys common stock. Transactions in shares of the Companys common stock qualify as party-in-interest transactions. During 2006, the Plan made purchases and sales of the Companys common stock of $3,941,011 and $7,006,726, respectively. | |||
Certain plan investments are shares of common collective trust funds and mutual funds managed by Wachovia. Wachovia is the trustee of the Plan, and therefore, transactions involving these investments qualify as party-in-interest transactions. Fees paid by the Plan for investment management services related to the mutual funds managed by Wachovia totaled $247,420 for the year ended December 31, 2006. | |||
(h) | ESOP Diversification | ||
ESOP diversification is offered to all participants who are 100% vested in their balance so that they may have the opportunity to move their investment in Company common stock into investments that are more diversified (see note 6 for plan amendment subsequent to yearend). | |||
The Company has the right to apply the following age and service requirements if it is deemed necessary by plan sponsor management. Participants who are at least age 55 with at least 10 years of participation in the Plan may elect to diversify a portion of his or her ESOP account. ESOP diversification is offered to each eligible participant over a six-year period. In each of the first five years, a participant may diversify up to 25% of the number of post-1986 shares allocated to his or her ESOP account, less any shares previously diversified. In the sixth year, the percentage changes to 50%. | |||
(i) | Plan Termination | ||
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. |
6
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation | ||
The accompanying financial statements have been prepared on the accrual basis of accounting. As the profit sharing contribution is discretionary and approved subsequent to year-end, it is recorded in the year the funds are allocated to the participant accounts. (See note 1(b)). | |||
(b) | Investments and Investment Income | ||
As required by a new accounting pronouncement discussed below, investments are included at fair value in the subtotal net assets available for benefits at fair value within the statement of assets available for benefits. This fair value amount is reconciled to assets available for benefits by adjusting fully benefitresponsive contracts held by the Wachovia Diversified Stable Value Fund to contract value. Contract value is equal to contributions made plus interest accrued at the contract rate less withdrawals and fees. | |||
The fair value of common stock and mutual fund investments is determined by using quoted market prices. The fair value of the common trust funds (the Wachovia Diversified Stable Value Fund and the Enhanced Stock Market Fund of Wachovia) is valued at the net asset value as determined by using estimated fair value of the investments held in respective funds. Participant loans are valued at cost, which approximates fair value. | |||
The cost of securities sold is determined principally on the basis of average cost at the time of sale. Purchases and sales of securities are recorded on a tradedate basis. Dividend income is recorded on the exdividend date, and interest income is recorded on the accrual basis. | |||
(c) | Payment of Benefits | ||
Benefits are recorded when paid. | |||
(d) | Use of Estimates | ||
The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. | |||
(e) | Risks and Uncertainties | ||
The Plan provides for various investment options that may be exposed to various risks, such as interest rate risk, credit risk and overall market volatility. Because of this, values of investment securities are expected to be volatile which could adversely affect participants account balances and the amounts reported in the statements of assets available for benefits. | |||
(f) | New Accounting Pronouncements | ||
As of December 31, 2006, the Plan adopted Financial Accounting Standards Board (FASB) Staff Position Nos. AAG INV-1 and Statement of Position No. 94-1-1, Reporting of Fully |
7
BenefitResponsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and DefinedContribution Health and Welfare and Pension Plans (the FSP). The FSP requires that the statement of net assets available for benefits present the fair value of investments in fully benefitresponsive investment contracts, as well as the adjustment of the fully benefitresponsive investment contracts from fair value to contract value. The FSP also requires that the statement of changes in net assets available for benefits be prepared on a contract value basis. The FSP was applied retroactively to the prior period presented on the statement of assets available for benefits as of December 31, 2005. As there were no fully benefit-responsive investment contracts available in 2005, there was no impact on the financial statements. |
(3) | Investments | |
The fair value of the following investments owned at December 31, 2006 and 2005 represented 5% or more of the Plans net assets available for benefits: |
2006 | 2005 | |||||||
Common stock of Performance Food Group Company |
$ | 31,603,487 | 36,111,778 | |||||
Common collective trust funds: |
||||||||
Wachovia Diversified Stable Value Fund |
47,352,344 | | ||||||
Wachovia Stable Portfolio Group Trust |
| 44,042,548 | ||||||
Mutual funds: |
||||||||
Vanguard Wellington Fund |
13,299,836 | 11,279,961 | ||||||
Davis New York Venture |
9,928,998 | | ||||||
AIM Mid Cap Core Equity Fund |
| 7,972,918 | ||||||
Columbia Acorn Fund |
10,280,624 | 8,357,458 | ||||||
Growth Fund of America |
14,399,000 | 12,547,460 | ||||||
Thornburg International Value |
10,438,772 | |
8
Common stock of Performance
Food Group Company |
$ | (752,752 | ) | |
Common collective trust funds |
3,205,348 | |||
Mutual funds |
4,963,798 | |||
$ | 7,416,394 | |||
2006 | 2005 | |||||||
Beginning balance at fair value |
$ | 31,429,935 | 43,337,260 | |||||
Net appreciation (depreciation) in fair value |
(570,078 | ) | 2,939,897 | |||||
Benefits paid to participants |
(2,798,745 | ) | (4,965,740 | ) | ||||
Transfers to other plans |
| (4,309,936 | ) | |||||
Fund exchanges out |
(2,346,693 | ) | (5,563,247 | ) | ||||
Forfeitures to be reallocated |
(41,227 | ) | | |||||
Other disbursements |
(5,707 | ) | (8,299 | ) | ||||
Ending balance at fair value |
$ | 25,667,485 | 31,429,935 | |||||
(4) | Federal Income Taxes | |
The Internal Revenue Service has previously determined and informed the Company by a letter dated September 9, 2002 that the Plan is designed in accordance with applicable sections of the IRC. The Plan has been amended since the date of the letter received from the Internal Revenue Service, nevertheless, the Company believes the Plan has operated in accordance with the applicable requirements of the IRC and consistent with the provisions of the plan document. |
9
(5) | Reconciliation of Financial Statements to Form 5500 | |
The following is a reconciliation of net assets available for benefits under the Plan per the financial statements at December 31, 2006 and 2005 to Form 5500: |
2006 | 2005 | |||||||
Net assets available for benefits per the financial statements |
$ | 175,305,160 | 158,660,184 | |||||
Contributions receivable |
(349 | ) | (59 | ) | ||||
Difference in valuation of Company common stock |
2,494 | 28,141 | ||||||
Refund of excess contributions |
110,627 | | ||||||
Other |
20 | 378 | ||||||
Net assets available for benefits per Form 5500 |
$ | 175,417,952 | 158,688,644 | |||||
10
Increase in net assets available for benefits per the financial statements |
$ | 16,644,976 | ||
Change in contributions receivable |
(290 | ) | ||
Change in difference in valuation of Company common stock |
(25,647 | ) | ||
Refund of excess contributions |
110,627 | |||
Cumulative change in other |
(358 | ) | ||
Increase in net assets available for benefits per Form 5500 |
$ | 16,729,308 | ||
(6) | Plan Amendments Subsequent to YearEnd | |
Effective January 1, 2007, the Company amended the Plan to reflect the following change related to ESOP diversification: | ||
Associates may transfer all or part of their ESOP Account that is currently invested in the Company Stock Fund to any of the other investment funds offered under the Plan on a daily basis, regardless of whether or not they are fully vested in their ESOP account. |
11
Identity of issuer, | Description of investment, | |||||
borrower, lessor, | including maturity date, rate of interest, | Current | ||||
or similar party | collateral, par, or maturity value | value | ||||
Common stock: |
||||||
* Performance Food
Group Company |
Common stock (ESOP component), 928,635 shares, cost $2,042,997 | $ | 25,667,485 | |||
* Performance Food
Group Company |
Common stock (401(k) component), 214,762 shares | 5,936,002 | ||||
31,603,487 | ||||||
Common collective trust
funds: |
||||||
* Wachovia |
Wachovia Diversified Stable Value, 154,420 shares | 47,352,344 | (1) | |||
* Wachovia |
Enhanced Stock Market Fund of Wachovia, 86,693 units | 8,610,098 | ||||
55,962,442 | ||||||
Mutual funds: |
||||||
The Vanguard Group |
Vanguard Wellington Fund, 410,109 units | 13,299,836 | ||||
Davis Funds |
Davis NY Venture Fund (A shares), 257,762 units | 9,928,998 | ||||
Van Kampen
Investments |
Van Kampen Comstock, 159,482 units | 3,070,020 | ||||
Thornburg Investment
Management |
Thornburg International Value, 366,530 units | 10,438,772 | ||||
Evergreen Investments |
Evergreen Short Duration Income Fund (Y shares), 340,151 units | 4,755,959 | ||||
AIM Investments |
AIM Mid Cap Core Equity, 335,926 units | 8,760,954 | ||||
Pimco Funds |
Pimco Small Cap Value, 201,954 units | 6,305,007 | ||||
American Funds |
Growth Fund of America, 438,059 units | 14,399,000 | ||||
Columbia Management |
Columbia Acorn TR, 346,032 units | 10,280,624 | ||||
81,239,170 | ||||||
* Participant loans |
Participant notes, having fixed interest rates ranging from 5.00% to 10.75%, generally due within five years of inception | 6,186,138 | ||||
$ | 174,991,237 | |||||
* | Party in interest | |
(1) | Amount included at contract value of $47,776,545 in Form 5500. |
12
PERFORMANCE FOOD GROUP COMPANY EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN | ||||
Date: June 29, 2007 |
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By: | /s/ John D. Austin | |||
John D. Austin | ||||
Senior Vice President and Chief Financial Officer | ||||
By: | /s/ Jeffery W. Fender | |||
Jeffery W. Fender | ||||
Vice President and Treasurer |