Performance Food Group Co
For the period ended Dec 27, 2025. Filed Feb 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 27, 2025 · Filed Feb 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-27; filed 2025-11-05.
0001193125-25-266975
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsKey Factors Affecting Our BusinessCurrent report: 10-Q
Period ended 2025-12-27; filed 2026-02-04.
0001193125-26-037614
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 92 current paragraphs.
56 unchanged; 26 reworded; 10 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Key Factors Affecting Our Business
Current report
Three and six months ended December 27, 2025 compared to the three and six months ended December 28, 2024
Current report
Operating expenses increased $107.3 million, or 6.4%, for the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 primarily driven by a $63.9 million increase in personnel expenses related to salaries, commissions, and benefits, a $16.5 million increase in depreciation and amortization expense mainly driven by an increase in transportation equipment under finance leases, and $10.2 million in legal and professional fees incurred in connection with the clean team agreement with US Foods Holding Corp.
Current report
Adjusted EBITDA for Foodservice increased $56.8 million, or 10.1%, from the first half of fiscal 2025 to the first half 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 $308.5 million, or 13.3%, in the first half of fiscal 2026, primarily due to the Cheney Brothers Acquisition, a favorable shift in mix of cases sold, and growth in 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 half of fiscal 2026. Operating expenses impacting Foodservice’s Adjusted EBITDA increased $253.4 million, or 14.5%, from the first half of fiscal 2025 to the first half of fiscal 2026 primarily as a result of the Cheney Brothers Acquisition, which contributed an additional $123.5 million of operating expenses for the first half of fiscal 2026. Excluding the impact of the additional Cheney Brothers expenses, operating expenses impacting Foodservice’s Adjusted EBITDA increased primarily as a result of a $94.2 million increase in personnel expenses related to salaries and wages, commissions, and benefits, and a $15.2 million increase in insurance expense related to auto insurance and workers’ compensation, a $5.1 million increase in professional fees, and a $4.9 million increase in fuel expense due to higher fuel prices.
Current report
Net sales for Convenience increased $363.5 million, or 6.1%, from the second quarter of fiscal 2025 to the second quarter of fiscal 2026 and increased $586.7 million, or 4.8%, from the first half of fiscal 2025 to the first half of fiscal 2026 driven primarily by the addition of new chain customers, a recent acquisition, and an increase in selling price per case as a result of continued inflation. Total Convenience cases sold increased 6.8% and 3.6% for the second quarter and first half of fiscal 2026, respectively, compared to the prior year periods. Securing new chain customers resulted in an organic increase of 6.3% and 3.1% in Convenience cases sold for the second quarter and first half of fiscal 2026, respectively, compared to the prior year periods.
Current report
Adjusted EBITDA for Convenience increased $14.4 million, or 13.4%, from the second quarter of fiscal 2025 to the second 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 $26.7 million, or 6.4%, for the second quarter of fiscal 2026 compared to the prior year period primarily due to inventory holding gains, an increase in cases sold, a favorable shift in mix of cases sold, and pricing improvements from procurement efficiencies. Operating expenses impacting Convenience’s Adjusted EBITDA increased $12.4 million, or 4.0%, from the second quarter of fiscal 2025 to the second quarter of fiscal 2026 primarily as a result of an $8.3 million increase in personnel expense related to salaries and benefits to support case volume growth from the addition of new chain customers and a $2.4 million increase due to recent acquisitions.
Current report
Depreciation and amortization of intangible assets recorded in this segment increased from $39.0 million in the second quarter of fiscal 2025 to $41.0 million in the second quarter of fiscal 2026 and increased from $77.6 million in the first half of fiscal 2025 to $80.9 million in the first half of fiscal 2026.
Current report
Net sales for Specialty increased $18.1 million, or 1.5%, from the second quarter of fiscal 2025 to the second quarter of fiscal 2026 and increased $8.6 million, or 0.3%, from the first half of fiscal 2025 to the first half of fiscal 2026. The increases in net sales for the second quarter and first half of fiscal 2026 were primarily driven by an increase in selling price per case due changes in channel mix and growth in the vending and retail channels, partially offset by a decline in theater sales. Specialty cases sold for the second quarter and first half of fiscal 2026 decreased 1.3% and 1.9%, respectively, as growth in the vending, retail, office coffee service, and campus channels was more than offset by declines in theater compared to the prior year periods.
Current report
Adjusted EBITDA for Specialty increased $6.3 million, or 6.7%, from the second quarter of fiscal 2025 to the second 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 Specialty’s Adjusted EBITDA increased $7.8 million, or 3.4%, for the second quarter of fiscal 2026 primarily driven by a shift in channel mix, pricing improvements from procurement efficiencies, and inventory holding gains, partially offset by a decrease in cases sold. Operating expenses impacting Specialty’s Adjusted EBITDA increased $1.5 million, or 1.1%, from the second quarter of fiscal 2025 to the second quarter of fiscal 2026 primarily due to an increase in variable operating expenses as a result of a shift in channel mix.
Current report
Adjusted EBITDA for Specialty increased $17.1 million, or 9.7%, from the first half of fiscal 2025 to the first half of fiscal 2026 as a result of an increase in gross profit and a decrease in operating expenses. Gross profit contributing to Specialty’s Adjusted EBITDA increased $14.8 million, or 3.2%, for the first half of fiscal 2026 compared to the prior year period primarily driven by a shift in channel mix, pricing improvements from procurement efficiencies, and inventory holding gains, partially offset by a decrease in cases sold. Operating expenses impacting Specialty’s Adjusted EBITDA decreased $2.2 million, or 0.8%, from the first half of fiscal 2025 to the first half of fiscal 2026 primarily due to a decrease in variable operating expenses as a result of a shift in channel mix.
Removed paragraphs (8)
Previous report
Net sales for Foodservice increased $1,444.6 million, or 18.8%, from the first three months of fiscal 2025 to the first three months of fiscal 2026. This increase in net sales was driven by the Cheney Brothers Acquisition, case volume growth, including growth in our independent and chain business, and an increase in selling price per case as a result of inflation. The Cheney Brothers Acquisition contributed $852.5 million of net sales in the first three months of fiscal 2026. Total case growth for Foodservice was 15.6% and organic case growth was 5.1% for the first three months of fiscal 2025, compared to the prior year period. Total independent case growth was 16.6% for the first three months of fiscal 2026 compared to the prior year period driven by the Cheney
Previous report
Operating expenses impacting Foodservice's Adjusted EBITDA increased $181.2 million, or 21.9%, from the first three months of fiscal 2025 to the first three months of fiscal 2026. Operating expenses increased as a result of the Cheney Brothers Acquisition, a $47.8 million increase in personnel expenses primarily related to salaries and wages, commissions, and benefits, and a $6.8 million increase in insurance expense primarily related to workers' compensation and vehicle liability compared to the prior year period. Cheney Brothers operating expenses impacting Foodservice's Adjusted EBITDA were $123.5 million in the first three months of fiscal 2026.
Previous report
Net sales for Convenience increased $223.2 million, or 3.5%, from the first three months of fiscal 2025 to the first three months of fiscal 2026 driven primarily by a recent acquisition, the addition of a new chain customer, and an increase in selling price per case as a result of continued inflation.
Previous report
Operating expenses impacting Convenience's Adjusted EBITDA increased $7.6 million, or 2.4%, for the first three months of fiscal 2026 compared to the prior year period primarily as a result of a $2.5 million increase related to a recent acquisition, a $2.3 million increase in repairs and maintenance expense, and a $1.5 million increase in outbound freight expense.
Previous report
Depreciation of fixed assets and amortization of intangible assets recorded in this segment increased from $38.6 million in the first three months of fiscal 2025 to $39.9 million in the first three months of fiscal 2026 mainly driven by an increase in transportation equipment under finance leases.
Previous report
Net sales for Specialty decreased $9.5 million, or 0.7%, from the first three months of fiscal 2025 to the first three months of fiscal 2026. Specialty cases sold decreased 2.6%, as case growth in the vending, office coffee service, campus, and retail channels was fully offset by declines in theater for the first three months of fiscal 2026 compared to the prior year period.
Previous report
Adjusted EBITDA for Specialty increased $10.8 million, or 13.0%, from the first three months of fiscal 2025 to the first three months of fiscal 2026. The increase was the result of an increase in gross profit along with a decrease in operating expenses. Gross profit increased $7.0 million, or 3.1%, for the first three months of fiscal 2026 compared to the prior year period primarily driven by pricing improvements from procurement efficiencies, inventory holding gains, and a favorable shift in mix of cases sold.
Previous report
Operating expenses impacting Specialty's Adjusted EBITDA decreased $3.7 million, or 2.5%, for the first three months of fiscal 2026 primarily due to a $2.1 million decrease in variable operational expenses as a result of a shift in channel mix as well as a $1.0 million decrease in bad debt expense compared to the prior year period.
Reworded paragraphs (26)
Previous wording
Our business, our industry and the economy are influenced by a number of general macroeconomic factors, including, but not limited to, reduced demand for our products related to unfavorable macroeconomic conditions triggered by developments beyond our control, including geopolitical dynamics and other events that trigger economic volatility or negatively affect 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, on all aspects of our business. The Company and our industry may face challenges related to uncertain economic conditions and heightened uncertainty in the financial markets, inflationary pressure, an uncertain political environment, supply chain disruptions, and lower disposable incomes due to macroeconomic conditions. Although rapidly evolving tariff and global trade policies have caused increased uncertainty throughout calendar year 2025, we saw little impact to our results in fiscal 2025 and the first quarter of fiscal 2026. However, the extent and duration of the tariffs and the resulting future impact on general economic conditions and our future financial position, liquidity, and results of operations remains uncertain. Sustained macroeconomic challenges, whether due to tariffs or otherwise, could negatively affect consumer discretionary spending decisions within our customers’ establishments, which could negatively impact our sales and profitability.
Current wording
Our business, our industry and the economy are influenced by a number of general macroeconomic factors, including reduced demand for our products related to unfavorable macroeconomic conditions triggered by developments beyond our control, including geopolitical dynamics and other events that trigger economic volatility or negatively affect 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, on all aspects of our business. The Company and our industry may face challenges related to uncertain economic conditions and heightened uncertainty in the financial markets, inflationary pressure, an uncertain political environment, supply chain disruptions, and lower disposable incomes due to macroeconomic conditions. Although rapidly evolving tariff and global trade policies and geopolitical dynamics caused increased uncertainty throughout calendar year 2025, we saw little impact to our results in fiscal 2025 and the first half of fiscal 2026. However, the extent and duration of the tariffs and the resulting future impact on general economic conditions and our future financial position, liquidity, and results of operations remains uncertain. Sustained macroeconomic challenges, whether due to tariffs or otherwise, could negatively affect consumer discretionary spending decisions within our customers’ establishments, which could negatively impact our sales and profitability.
Previous wording
Our ability to successfully execute our segment strategies and implement our initiatives. Our performance will continue to depend on our ability to successfully execute our segment strategies and to implement our current and future initiatives. The key strategies include focusing on independent sales and Performance Brands, pursuing new customers for our three reportable segments, expansion of geographies, utilizing our infrastructure to gain further operating and purchasing efficiencies, and making strategic acquisitions.
Current wording
Our ability to successfully execute our segment and corporate strategies and implement our initiatives. Our performance will continue to depend on our ability to successfully execute our segment and corporate strategies and to implement our current and future initiatives. The key strategies include focusing on independent sales and Performance Brands, pursuing new customers for our three reportable segments, expansion of geographies, utilizing our infrastructure to gain further operating and purchasing efficiencies, and making strategic acquisitions.
Previous wording
Includes increases in the LIFO reserve of $1.7 million for Foodservice and $22.8 million for Convenience for the first quarter of fiscal 2026 compared to increases of $0.9 million for Foodservice and $11.8 million for Convenience for the first quarter of fiscal 2025.
Current wording
Includes an increase in the LIFO reserve of $28.1 million for Convenience for the second quarter of fiscal 2026 compared to a decrease of $0.1 million for Foodservice and an increase of $17.9 million for Convenience for the second quarter of fiscal 2025. The LIFO reserve increased $1.7 million for Foodservice and $50.9 million for Convenience for the first six months of fiscal 2026 compared to increases of $0.8 million for Foodservice and $29.7 million for Convenience for the first six months of fiscal 2025.
Previous wording
Includes amounts related to favorable and unfavorable leases, litigation-related accruals, severance, franchise tax expense, insurance proceeds due to hurricane and other weather related events, foreign currency transaction gains and losses, gains and losses on disposals of other fixed assets, and other adjustments permitted by our ABL Facility. Additionally, for the three months ended September 27, 2025, Other adjustments included $9.9 million of legal and professional fees incurred in connection with shareholder activism and the clean team agreement with US Foods Holding Corp.
Current wording
Includes amounts related to favorable and unfavorable leases, litigation-related accruals, franchise tax expense, insurance proceeds due to hurricane and other weather related events, foreign currency transaction gains and losses, gains and losses on disposals of fixed assets, and other adjustments permitted by our ABL Facility. Additionally, for the three and six months ended December 27, 2025, Other adjustments includes $10.2 million and $20.1 million, respectively, of legal and professional fees incurred in connection with shareholder activism and the clean team agreement with US Foods Holding Corp.
Previous wording
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 $1,660.4 million, or 10.8%, for the first three months of fiscal 2026 compared to the first three months of fiscal 2025.
Current wording
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.
Previous wording
The increase in net sales was driven by recent acquisitions, including the Cheney Brothers Acquisition, 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. Total case volume increased 9.4% during the first three months of fiscal 2026 compared to the same period of fiscal 2025. Total organic case volume increased 2.8% in the first three months of fiscal 2026 compared to the same period of fiscal 2025. Total organic case volume benefited from a 6.3% increase in organic independent cases, 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 4.4% for the first three months of fiscal 2026.
Current wording
Net sales increased $806.5 million, or 5.2%, from the second quarter of fiscal 2025 to the second 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 $2,466.9 million, or 7.9%, for the first six months of fiscal 2026 compared to the first six months of fiscal 2025 primarily driven by recent acquisitions, including the Cheney Brothers Acquisition, 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. Total case volume increased 3.4% and 6.4% during the second quarter and first six months of fiscal 2026, respectively, compared to the same periods of fiscal 2025. Total organic case volume increased 2.8% in both the second quarter and first six months of fiscal 2026, compared to the same periods of fiscal 2025. Total organic case volume benefited from an increase of 5.3% and 5.8% in organic independent cases sold during the second quarter and first six 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 second quarter and first six months of fiscal 2026.
Previous wording
Gross profit increased $252.4 million, or 14.3%, for the first three months of fiscal 2026 compared to the first three months of fiscal 2025. The increase in gross profit was primarily driven by recent acquisitions, including the Cheney Brothers Acquisition, 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. Independent customers typically receive more services from us, cost more to serve, and pay a higher gross profit per case than other customers.
Current wording
Gross profit increased $138.6 million, or 7.6%, for the second quarter of fiscal 2026 compared to the second 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. Independent customers typically receive more services from us, cost more to serve, and pay a higher gross profit per case than other customers. Gross profit increased $391.0 million, or 10.9%, for the first six months of fiscal 2026 compared to the first six months of fiscal 2025 primarily driven by recent acquisitions, including the Cheney Brothers Acquisition, as well as the same drivers of the increase in gross profit for the second quarter of fiscal 2026.
Previous wording
Operating expenses increased $243.0 million, or 15.7%, for the first three months of fiscal 2026 compared to the first three months of fiscal 2025. The increase in operating expenses for the first three months of fiscal 2026 was primarily driven by recent acquisitions, including the Cheney Brothers Acquisition, a $65.8 million increase in personnel expenses primarily related to wages and salaries, commissions, and benefits, a $15.7 million increase in depreciation expense mainly driven by an increase in transportation equipment under finance leases, and $9.9 million in legal and professional fees incurred in connection with shareholder activism and the clean team agreement with US Foods Holding Corp. in the first three months of fiscal 2026 as compared to the prior year period.
Current wording
Operating expenses increased $350.3 million, or 10.9%, for the first half of fiscal 2026 compared to the first half of fiscal 2025 primarily driven by recent acquisitions, including $156.4 million of additional operating expenses as a result of the Cheney Brothers Acquisition, a $129.7 million increase in personnel expenses related to wages and salaries, commissions, and benefits, a $29.1 million increase in depreciation and amortization expense mainly driven by an increase in transportation equipment under finance leases, and $20.1 million in legal and professional fees incurred in connection with shareholder activism and the clean team agreement with US Foods Holding Corp.
Previous wording
Net income decreased $14.4 million, or 13.3%, for the first three months of fiscal 2026 compared to the first three months of fiscal 2025. The decrease in net income was primarily attributable to the increase in operating expenses discussed above and an increase in interest expense, partially offset by the increase in gross profit discussed above and a decrease in income tax expense. The increase in interest expense was primarily the result of an increase in the average borrowings, including finance lease obligations, during the first three months fiscal 2026 compared to the prior year period.
Current wording
Net income increased $19.3 million, or 45.5%, for the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 primarily driven by an increase gross profit, partially offset by an increase in operating expenses, income taxes, and interest expense. Net income increased $4.9 million, or 3.3%, for the first six months of fiscal 2026 compared to the first six months of fiscal 2025 primarily driven by increases in gross profit and other income, partially offset by increases in operating expenses and interest expense. The increases in interest expense were primarily the result of an increase in the average borrowings, including finance lease obligations, during the second quarter and first six months of fiscal 2026 compared to the prior year periods.
Previous wording
The Company reported income tax expense of $27.9 million for the first three months of fiscal 2026 compared to income tax expense of $38.9 million for the first three months of fiscal 2025. Our effective tax rate for the first three months of fiscal 2026 was 23.0% compared to 26.5% for the first three months of fiscal 2025. The effective tax rate differed from the prior year period primarily due to an increase in deductible discrete items related to stock-based compensation and an increase in tax credits net of valuation allowance established, partially offset by an increase in foreign taxes as a percentage of income.
Current wording
The Company reported income tax expense of $25.0 million and $52.9 million for the second quarter and first six months of fiscal 2026, respectively, compared to income tax expense of $14.3 million and $53.2 million for the second quarter and first six months of fiscal 2025, respectively. Our effective tax rates for the second quarter and first six months of fiscal 2026 were 28.8% and 25.4%, respectively, compared to 25.2% and 26.1% for the second quarter and first six months of fiscal 2025, respectively. The effective tax rate for the three months ended December 27, 2025 differed from the prior year period primarily due to a decrease in deductible discrete items related to stock-based compensation and an increase in foreign taxes as a percentage of income, partially offset by an increase in tax credits net of the valuation allowance established. The effective tax rate for the six months ended December 27, 2025 differed from the prior year period primarily due to an increase in tax credits net of the valuation allowance established and deductible discrete items related to stock-based compensation, partially offset by an increase in foreign taxes and non-deductible expenses as a percentage of income.
Previous wording
In the third quarter of fiscal 2025, the Company updated its operating segments to reflect the manner in which the business is managed. The Company continues to have three reportable segments: Foodservice, Convenience, and Specialty (formerly Vistar). 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. The presentation and amounts for the fiscal quarter ended September 28, 2024 have been recast to reflect these segment changes. See Note 13. Segment Informationof the consolidated financial statements in this Form 10-Q.
Current wording
In the third quarter of fiscal 2025, the Company updated its operating segments to reflect the manner in which the business is managed. The Company continues to have 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. The presentation and amounts for the fiscal quarter and six months ended December 28, 2024 have been recast to reflect these segment changes. See Note 13. Segment Informationof the consolidated financial statements in this Form 10-Q.
Previous wording
Brothers Acquisition. Securing new and expanding business with independent customers resulted in organic independent case growth of 6.3% in the first three months of fiscal 2026, compared to the prior year period. For the quarter, independent sales as a percentage of total Foodservice segment sales were 41.6%.
Current wording
Net sales for Foodservice increased $424.1 million, or 5.1%, from the second quarter of fiscal 2025 to the second quarter of fiscal 2026 driven primarily by case volume growth, including growth in our independent and chain business, and an increase in selling price per case as a result of inflation. Net sales for Foodservice increased $1.9 billion, or 11.6%, from the first half of fiscal 2025 to the first half of fiscal 2026 driven primarily by 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 $1.8 billion in net sales for the first half of fiscal 2026 compared to $825.0 million for the first half of fiscal 2025. Total case growth for Foodservice was 3.5% in the second quarter of fiscal 2026 and 9.3% in the first half of fiscal 2026, compared to the prior year periods. Total independent case growth was 6.7% and 13.0% for the second quarter and first half 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 5.3% and 5.8% in the second quarter and first half of fiscal 2026, respectively, compared to the prior year periods. For the second quarter and first half of fiscal 2026, independent sales as a percentage of total Foodservice sales were 44.4% and 42.1%, respectively.
Previous wording
Adjusted EBITDA for Foodservice increased $49.8 million, or 18.1%, from the first three months of fiscal 2025 to the first three 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 $229.8 million, or 20.9%, in the first three months of fiscal 2026, compared to the prior year period. The increase in gross profit was driven by the Cheney Brothers Acquisition, a favorable shift in the mix of cases sold, and growth in cases sold, including more Performance Brands products sold to independent customers. The Cheney Brothers Acquisition contributed $142.8 million to Foodservice's gross profit impacting Adjusted EBITDA in the first three months of fiscal 2026.
Current wording
Adjusted EBITDA for Foodservice increased $7.0 million, or 2.5%, from the second quarter of fiscal 2025 to the second 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 $78.7 million, or 6.5%, in the second quarter of fiscal 2026 compared to the prior year period primarily driven by a favorable shift in the mix of cases sold and growth in cases sold, including more Performance Brands products sold to our independent customers. Operating expenses impacting Foodservice’s Adjusted EBITDA increased $72.2 million, or 7.8%, from the second quarter of fiscal 2025 to the second quarter of fiscal 2026. Operating expenses increased compared to the prior year period primarily as a result of a $46.4 million increase in personnel expenses related to salaries, commissions, and benefits, a $8.4 million increase in insurance expense related to auto insurance and workers’ compensation, a $3.3 million increase in professional fees, and a $2.9 million increase in fuel expense due to higher fuel prices.
Previous wording
Depreciation of fixed assets and amortization of intangible assets recorded in this segment increased from $85.2 million in the first three months of fiscal 2025 to $130.3 million in the first three months of fiscal 2026 as a result of an increase in transportation equipment under finance leases and the Cheney Brothers Acquisition. Total depreciation and amortization related to Cheney Brothers was $29.7 million in the first three months of fiscal 2026.
Current wording
Depreciation and amortization of intangible assets recorded in this segment increased from $115.7 million in the second quarter of fiscal 2025 to $133.4 million in the second quarter of fiscal 2026 primarily due to an increase in transportation equipment under finance leases. Additionally, Foodservice depreciation and amortization of intangible assets increased from $200.9 million in the first half of fiscal 2025 to $263.7 million in the first half of fiscal 2026 primarily as a result of an increase in transportation equipment under finance leases and the Cheney Brothers Acquisition. The Cheney Brothers Acquisition contributed an additional $29.7 million in depreciation and amortization for the first half of fiscal 2026 compared to the prior year period.
Previous wording
Adjusted EBITDA for Convenience increased $15.7 million, or 14.9%, from the first three months of fiscal 2025 to the first three 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 $22.6 million, or 5.3%, for the first three months of fiscal 2026 compared to the prior year period primarily due to inventory holding gains, higher fees earned from manufacturers for distribution and related services, and a favorable shift in mix of cases sold.
Current wording
Adjusted EBITDA for Convenience increased $30.1 million, or 14.2%, from the first half of fiscal 2025 to the first half 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 $49.3 million, or 5.9%, for the first half of fiscal 2026 compared to the prior year period primarily due to inventory holding gains, an increase in cases sold, a favorable shift in mix of cases sold, higher fees earned from manufacturers for distribution and related services, and pricing improvements from procurement efficiencies. Operating expenses impacting Convenience’s Adjusted EBITDA increased $20.0 million, or 3.2%, from the first half of fiscal 2025 to the first half of fiscal 2026 primarily as a result of an increase in variable operating expenses to support case volume growth from the addition of new chain customers, including an $8.2 million increase in personnel expenses related to salaries and benefits, and a $4.9 million increase due to recent acquisitions.
Previous wording
Depreciation of fixed assets and amortization of intangible assets recorded in this segment decreased from $14.4 million in the first three months of fiscal 2025 to $13.0 million in the first three months of fiscal 2026.
Current wording
Depreciation and amortization of intangible assets recorded in this segment decreased from $13.3 million in the second quarter of fiscal 2025 to $13.1 million in the second quarter of fiscal 2026 and decreased from $27.7 million in the first half of fiscal 2025 to $26.1 million in the first half of fiscal 2026.
Previous wording
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 September 27, 2025, $150.0 million of the outstanding ABL Facility balance is hedged under interest rate swaps which results in 66% of our total debt outstanding, including finance lease obligations, being fixed-rate debt.
Current wording
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 December 27, 2025, $150.0 million of the outstanding ABL Facility balance is hedged under interest rate swaps which results in 70% of our total debt outstanding, including finance lease obligations, being fixed-rate debt.
Previous wording
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 September 27, 2025, the Company had total purchase obligations of $324.6 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 September 27, 2025, the Company had commitments of $198.3 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 September 27, 2025.
Current wording
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 December 27, 2025, the Company had total purchase obligations of $273.2 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 December 27, 2025, the Company had commitments of $129.3 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 December 27, 2025.
Previous wording
As of September 27, 2025, our cash balance totaled $46.4 million, including restricted cash of $8.3 million, as compared to a cash balance totaling $86.7 million, including restricted cash of $8.2 million, as of June 28, 2025.
Current wording
As of December 27, 2025, our cash balance totaled $49.5 million, including restricted cash of $8.5 million, as compared to a cash balance totaling $86.7 million, including restricted cash of $8.2 million, as of June 28, 2025.
Previous wording
During the first three months of fiscal 2026 and fiscal 2025, our operating activities used cash flow of $145.2 million and provided cash flow of $53.5 million, respectively. The decrease in cash flow provided by operating activities in the first three months of fiscal 2026 compared to the first three months of fiscal 2025 was largely driven by advanced purchases of cigarette and candy inventory to take advantage of preferred pricing.
Current wording
During the first six months of fiscal 2026 and fiscal 2025, our operating activities provided cash flow of $456.0 million and $379.0 million, respectively. The increase in cash flow provided by operating activities in the first six months of fiscal 2026 compared to the first six months of fiscal 2025 was largely driven by higher cash-based operating income, partially offset by advanced purchases of inventory to take advantage of preferred pricing.
Previous wording
Cash used in investing activities totaled $78.0 million in the first three months of fiscal 2026 compared to $669.8 million in the first three months of fiscal 2025. These investments consisted of no cash paid for acquisitions in the first three months of fiscal 2026 compared to $574.3 million for an acquisition in the first three months of fiscal 2025, along with capital purchases of property, plant, and equipment of $78.9 million and $96.5 million for the first three months of fiscal 2026 and the first three months of fiscal 2025, respectively. For the first three months of fiscal 2026, purchases of property, plant, and equipment primarily consisted of outlays for warehouse expansion and improvements, warehouse equipment, information technology, and transportation equipment. The following table presents the capital purchases of property, plant, and equipment by segment.
Current wording
Cash used in investing activities totaled $251.6 million in the first six months of fiscal 2026 compared to $2,736.7 million in the first six months of fiscal 2025. These investments consisted of cash paid for acquisitions of $61.0 million in the first six months of fiscal 2026 compared to $2,535.5 million in the first six months of fiscal 2025, along with capital purchases of property, plant, and equipment of $192.3 million and $203.9 million for the first six months of fiscal 2026 and the first six months of fiscal 2025, respectively. For the first six 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:
Previous wording
During the first three months of fiscal 2026, our financing activities provided cash flow of $182.9 million, which consisted primarily of $246.3 million in net borrowings under our ABL Facility.
Current wording
During the first six months of fiscal 2026, our financing activities used cash flow of $241.6 million, which consisted primarily of $118.0 million in net repayments under our ABL Facility as well as $114.1 million in payments under finance lease obligations.
Previous wording
During the first three months of fiscal 2025, our financing activities provided cash flow of $638.9 million, which consisted primarily of $1.0 billion in cash received from the issuance and sale of the Notes due 2032, partially offset by $263.7 million in net payments under our ABL Facility.
Current wording
During the first six months of fiscal 2025, our financing activities provided cash flow of $2,348.7 million, which consisted primarily of $1,499.9 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 $84.8 million in payments under finance lease obligations.
Previous wording
Total assets for Foodservice increased $3,417.3 million from $7,940.8 million as of September 28, 2024 to $11,358.1 million as of September 27, 2025, primarily due to the Cheney Brothers Acquisition. Total assets for Foodservice increased $87.0 million from $11,271.1 million as of June 28, 2025 to $11,358.1 million as of September 27, 2025 due to an increase in inventory, partially offset by a decrease in intangible assets due to normal amortization.
Current wording
Total assets for Foodservice increased $738.3 million from $10,600.2 million as of December 28, 2024 to $11,338.5 million as of December 27, 2025, primarily due to an increase in property, plant and equipment and inventory due to warehouse expansion and improvement projects and an increase in goodwill due to recent acquisitions, partially offset by a decrease in intangible assets due to normal amortization. Total assets for Foodservice increased $67.4 million from $11,271.1 million as of June 28, 2025 to $11,338.5 million as of December 27, 2025, due to an increase in inventory and property, plant and equipment, offset by a decrease in intangible assets due to normal amortization and a decrease in accounts receivable.
Previous wording
Total assets for Convenience increased $453.5 million from $4,265.1 million as of September 28, 2024 to $4,718.6 million as of September 27, 2025 and increased $441.8 million from $4,276.8 million as of June 28, 2025 to $4,718.6 million as of September 27, 2025. During these time periods, 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 and a warehouse under finance leases. Additionally, the Convenience segment's accounts receivable balance increased compared to the prior year quarter. These increases for both periods were partially offset by decreases in prepaid expenses and other current assets, intangible assets due to normal amortization, and cash.
Current wording
Total assets for Convenience increased $380.2 million from $4,182.2 million as of December 28, 2024 to $4,562.4 million as of December 27, 2025. 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 end. These increases were partially offset by decreases in intangible assets due to normal amortization and right-of-use assets. Total assets for Convenience increased $285.6 million from $4,276.8 million as of June 28, 2025 to $4,562.4 million as of December 27, 2025. 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 accounts receivable, cash, and intangible assets due to normal amortization.
Previous wording
Total assets for Specialty decreased $30.4 million from $1,540.3 million as of September 28, 2024 to $1,509.9 million as of September 27, 2025, primarily due to decreases in inventory due to sales in the normal course of business and intangible assets due to normal amortization, partially offset by an increase in accounts receivable. Total assets for Specialty decreased $77.0 million from $1,586.9 million as of June 28, 2025 to $1,509.9 million as of September 27, 2025. During this time period, this segment decreased its inventory due to sales in the normal course of business, as well as decreases in property, plant and equipment, right of use assets, and intangible assets due to normal depreciation and amortization.
Current wording
Total assets for Specialty decreased $69.8 million from $1,566.5 million as of December 28, 2024 to $1,496.7 million as of December 27, 2025. During this time period, this segment decreased its inventory due to sales in the normal course of business, right-of-use assets, and intangible assets due to normal amortization. These decreases were partially offset by an increase in accounts receivable. Total assets for Specialty decreased $90.2 million from $1,586.9 million as of June 28, 2025 to $1,496.7 million as of December 27, 2025 primarily due to decreases in inventory, accounts receivable, property, plant, and equipment, and right-of-use assets.