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):
February 7, 2006
PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in Charter)
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| Tennessee
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0-22192
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54-0402940 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer Identification
No.) |
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| 12500 West Creek Parkway, Richmond, Virginia
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23238 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (804) 484-7700
N/A
(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
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
On February 7, 2006, Performance Food Group Company, a Tennessee corporation (the “Company”),
issued a press release announcing its earnings results for the fiscal quarter and fiscal year ended
December 31, 2005, the text of which is furnished herewith as Exhibit 99.1.
The press release furnished herewith as Exhibit 99.1 contains certain non-GAAP financial
measures as defined by Regulation G of the rules and regulations of the Securities and Exchange
Commission. To supplement the Company’s consolidated financial statements prepared on a GAAP
basis, the Company is disclosing non-GAAP net earnings from continuing operations and non-GAAP EPS
from continuing operations. The Company is also disclosing the range of its projected earnings per
share diluted for the 2006 fiscal year excluding anticipated stock compensation expense for the
period.
The presentation of this non-GAAP financial information is not intended to be considered in
isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP
financial measures presented in the press release are not measurements determined in accordance
with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as
presented, may not be comparable to other similarly titled measures presented by other companies.
The Company believes that these non-GAAP financial measures facilitate making period-to-period
comparisons and are meaningful indications of its operating performance. The Company included
non-GAAP net earnings from continuing operations and non-GAAP EPS from continuing operations
because it believes that these measures more accurately reflect the Company’s operating performance
for the 2005 fourth quarter and fiscal year when compared to the same periods in 2004 and to
provide investors with additional information to evaluate the Company’s past financial results and
ongoing operational performance. The presentation of the Company’s projected earnings per share
diluted for the 2006 fiscal year excluding the impact of stock compensation expense is included in
the press release to provide investors with the information the Company believes is necessary to
compare the Company’s performance during the 2005 fiscal year, prior to its adoption of SFAS No.
123R, with the projected performance for the 2006 fiscal year when the Company is required to
expense stock compensation under SFAS No. 123R.
Item 9.01 Financial Statements and Exhibits
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99.1 |
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Press Release of Performance Food Group Company dated February 7, 2006. |