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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 1, 2019

 

OR

 

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to               

 

Commission File Number: 1-5742

 

RITE AID CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)

23-1614034 (I.R.S. Employer Identification No.)

 

 

Registrant’s telephone number, including area code: (717) 761-2633.

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report):

Not Applicable

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  Yes  x   No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “Large Accelerated Filer,” “Accelerated Filer,” “Smaller Reporting Company” and “Emerging Growth Company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer  x	Accelerated Filer  o	Non-Accelerated Filer  o	Smaller reporting company  o
			Emerging growth company o

 

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.  o

 

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange act).  Yes  o   No  x

 

The registrant had 53,805,922 shares of its $1.00 par value common stock outstanding as of June 25, 2019.

 

 

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RITE AID CORPORATION

 

TABLE OF CONTENTS

 

	Cautionary Statement Regarding Forward-Looking Statements	2
	PART I FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets as of June 1, 2019 and March 2, 2019	4
	Condensed Consolidated Statements of Operations for the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018	6
	Condensed Consolidated Statements of Stockholders’ Equity for the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018	7
	Condensed Consolidated Statements of Cash Flows for the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018	8
	Notes to Condensed Consolidated Financial Statements	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations	36
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	46
ITEM 4.	Controls and Procedures	47
	PART II OTHER INFORMATION
ITEM 1.	Legal Proceedings	48
ITEM 1A.	Risk Factors	48
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
ITEM 3.	Defaults Upon Senior Securities	48
ITEM 4.	Mine Safety Disclosures	48
ITEM 5.	Other Information	48
ITEM 6.	Exhibits	49

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report, as well as our other public filings or public statements, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions and include references to assumptions and relate to our future prospects, developments and business strategies.

 

Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:

 

·                   our high level of indebtedness and our ability to make interest and principal payments on our debt and satisfy the other covenants contained in our credit facilities and other debt agreements;

 

·                   the ongoing impact of private and public third party payors’ continued reduction in prescription drug reimbursement rates and their efforts to limit access to payor networks, including through mail order;

 

·                   our ability to achieve the benefits of our efforts to reduce the costs of our generic and other drugs, and our ability to achieve and sustain drug pricing efficiencies;

 

·                   the risk that changes in federal or state laws or regulations, including the Health Care Education Affordability Reconciliation Act, the repeal of all or part of the Patient Protection and the Affordable Care Act (or “ACA”) and any regulations enacted thereunder may occur;

 

·                   the impact of the loss of one or more major third party payor contracts;

 

·                   the inability to complete the sale of remaining distribution centers to Walgreens Boots Alliance, Inc. (“WBA”), due to the failure to satisfy the minimal remaining conditions applicable only to the distribution centers being transferred at such distribution center closing;

 

·                   the impact on our business, operating results and relationships with customers, suppliers, third party payors, and employees, resulting from our efforts over the past several years to consummate significant transactions with WBA and Albertsons Companies, Inc. (“Albertsons”);

 

·                   the risk that we will not be able to meet our obligations under our Transition Services Agreement (“TSA”) with WBA, which could expose us to significant financial penalties;

 

·                   the risk that we cannot reduce our selling, general and administrative expenses enough to offset lost income from the TSA as the amount of stores serviced under the agreement decreases;

 

·                   the risk that we may need to take further impairment charges if our future results do not meet our expectations;

 

·                   our ability to refinance our indebtedness on terms favorable to us;

 

·                   our ability to improve the operating performance of our stores in accordance with our long term strategy;

 

·                   our ability to grow prescription count and realize front-end sales growth;

 

·                   our ability to successfully execute and achieve benefits from our leadership transition plan and organizational restructuring, including our chief executive officer search process, and to manage the transition to a new chief executive officer and other management;

 

·                   our ability to hire and retain qualified personnel;

 

·                   our ability to achieve cost savings through the organizational restructurings within our anticipated timeframe, if at all;

 

·                   decisions to close additional stores and distribution centers or undertake additional refinancing activities, which could result in further charges;

 

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·                   our ability to manage expenses and working capital;

 

·                   continued consolidation of the drugstore and the pharmacy benefit management (“PBM”) industries;

 

·                   the risk that provider and state contract changes may occur;

 

·                   risks related to compromises of our information or payment systems or unauthorized access to confidential or personal information of our associates or customers;

 

·                   our ability to maintain our current pharmacy services business and obtain new pharmacy services business, including maintaining renewals of expiring contracts, avoiding contract termination rights that may permit certain of our clients to terminate their contracts prior to their expiration, early price renegotiations prior to contract expirations and the risk that we cannot meet client guarantees;

 

·                   the continued impact of gross margin pressure in the PBM industry due to increased market competition and client demand for lower prices while providing enhanced service offerings;

 

·                   our ability to maintain our current Medicare Part D business and obtain new Medicare Part D business, as a result of the annual Medicare Part D competitive bidding process and meet the financial obligations of our bid;

 

·                   the expiration or termination of our Medicare or Medicaid managed care contracts by federal or state governments;

 

·                   risks related to other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange or interest rates or credit ratings, changes in tax laws, regulations, rates and policies or competitive development including aggressive promotional activity from our competitors;

 

·                   the risk that we could experience deterioration in our current Star rating with the Centers of Medicare and Medicaid Services (“CMS”) or incur CMS penalties and/or sanctions;

 

·                   the nature, cost and outcome of pending and future litigation and other legal proceedings or governmental investigations, including any such proceedings related to the Sale and instituted against us and others;

 

·                   the potential reputational risk to our business during the period in which WBA is operating the Acquired Stores (as defined herein) under the Rite Aid banner;

 

·                   the inability to fully realize the benefits of our tax attributes; and

 

·                   other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission (the “SEC”).

 

We undertake no obligation to update or revise the forward-looking statements included in this report, whether as a result of new information, future events or otherwise, after the date of this report. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences are discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations” included herein and in our Annual Report on Form 10-K for the fiscal year ended March 2, 2019 (the “Fiscal 2019 10-K”), as well as in the “Risk Factors” section of the Fiscal 2019 10-K, which we filed with the SEC on April 25, 2019 and is available on the SEC’s website at www.sec.gov .

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1.  Financial Statements

 

RITE AID CORPORATION AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands, except per share amounts)

 

(unaudited)

 

		June 1, 2019			March 2, 2019
ASSETS
Current assets:
Cash and cash equivalents		$	190,453		$	144,353
Accounts receivable, net		1,803,778			1,788,712
Inventories, net of LIFO reserve of $611,933 and $604,444		1,875,917			1,871,941
Prepaid expenses and other current assets		104,784			179,132
Current assets held for sale		153,811			117,581
Total current assets		4,128,743			4,101,719
Property, plant and equipment, net		1,284,680			1,308,514
Operating lease right-of-use assets		2,985,213			—
Goodwill		1,108,136			1,108,136
Other intangibles, net		400,084			448,706
Deferred tax assets		409,084			409,084
Other assets		213,749			215,208
Total assets		$	10,529,689		$	7,591,367
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and lease financing obligations		$	11,751		$	16,111
Accounts payable		1,556,425			1,618,585
Accrued salaries, wages and other current liabilities		782,205			808,439
Current portion of operating lease liabilities		450,933			—
Current liabilities held for sale		43,829			—
Total current liabilities		2,845,143			2,443,135
Long-term debt, less current maturities		3,582,037			3,454,585
Long-term operating lease liabilities		2,790,738			—
Lease financing obligations, less current maturities		22,679			24,064
Other noncurrent liabilities		253,875			482,893
Total liabilities		9,494,472			6,404,677
Commitments and contingencies		—			—
Stockholders’ equity:
Common stock, par value $1 per share; 75,000 shares authorized; shares issued and outstanding 53,833 and 54,016		53,833			54,016
Additional paid-in capital		5,882,363			5,876,977
Accumulated deficit		(4,869,679		)	(4,713,244		)
Accumulated other comprehensive loss		(31,300		)	(31,059		)
Total stockholders’ equity		1,035,217			1,186,690
Total liabilities and stockholders’ equity		$	10,529,689		$	7,591,367

 

See accompanying notes to condensed consolidated financial statements.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(In thousands, except per share amounts)

 

(unaudited)

 

		Thirteen Week Period Ended
		June 1, 2019			June 2, 2018
Revenues		$	5,372,589		$	5,388,490
Costs and expenses:
Cost of revenues		4,245,866			4,219,741
Selling, general and administrative expenses		1,162,652			1,152,627
Lease termination and impairment charges		478			9,859
Interest expense		58,270			62,792
Loss on debt retirements, net		—			554
Gain on sale of assets, net		(2,712		)	(5,859		)
		5,464,554			5,439,714
Loss from continuing operations before income taxes		(91,965		)	(51,224		)
Income tax expense (benefit)		7,374			(9,497		)
Net loss from continuing operations		(99,339		)	(41,727		)
Net (loss) income from discontinued operations, net of tax		(320		)	256,143
Net (loss) income		$	(99,659	)	$	214,416
Computation of (loss) income attributable to common stockholders:
Loss from continuing operations attributable to common stockholders—basic and diluted		$	(99,339	)	$	(41,727	)
(Loss) income from discontinued operations attributable to common stockholders—basic and diluted		(320		)	256,143
(Loss) income attributable to common stockholders—basic and diluted		$	(99,659	)	$	214,416
Basic and diluted (loss) income per share:
Continuing operations		$	(1.88	)	$	(0.79	)
Discontinued operations		$	0.00		$	4.86
Net basic and diluted (loss) income per share		$	(1.88	)	$	4.07

 

See accompanying notes to condensed consolidated financial statements.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 

(In thousands)

 

(unaudited)

 

		Thirteen Week Period Ended
		June 1, 2019			June 2, 2018
Net (loss) income		$	(99,659	)	$	214,416
Other comprehensive (loss) income:
Defined benefit pension plans:
Amortization of net actuarial losses included in net periodic pension cost, net of $0 and $144 tax expense		415			364
Change in fair value of interest rate cap		(656		)	—
Total other comprehensive (loss) income		(241		)	364
Comprehensive (loss) income		$	(99,900	)	$	214,780

 

See accompanying notes to condensed consolidated financial statements.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

(In thousands, except per share amounts)

 

(unaudited)

 

		Common Stock					Additional Paid-In			Accumulated			Accumulated Other Comprehensive
		Shares		Amount			Capital			Deficit			Loss			Total
BALANCE MARCH 2, 2019		54,016		$	54,016		$	5,876,977		$	(4,713,244	)	$	(31,059	)	$	1,186,690
Net loss										(99,659		)				(99,659		)
Other comprehensive loss:
Changes in Defined Benefit Plans, net of $0 tax expense													415			415
Change in fair value of interest rate cap													(656		)	(656		)
Comprehensive loss																(99,900		)
Adoption of ASU 2016-02										(56,776		)				(56,776		)
Exchange of restricted shares for taxes		(5	)	(5		)	(190		)							(195		)
Cancellation of restricted stock		(178	)	(178		)	178									—
Amortization of restricted stock balance							5,016									5,016
Stock-based compensation expense		—		—			382									382
BALANCE JUNE 1, 2019		53,833		$	53,833		$	5,882,363		$	(4,869,679	)	$	(31,300	)	$	1,035,217
BALANCE MARCH 3, 2018		53,366		$	53,366		$	5,864,664		$	(4,282,471	)	$	(34,549	)	$	1,601,010
Net income										214,416						214,416
Other comprehensive income:
Changes in Defined Benefit Plans, net of $144 tax expense													364			364
Comprehensive income																214,780
Adoption of ASU 2014-09										(8,547		)				(8,547		)
Cancellation of restricted stock		(44	)	(44		)	44									—
Amortization of restricted stock balance							3,381									3,381
Stock-based compensation expense							778									778
Stock options exercised		38		38			871									909
BALANCE JUNE 2, 2018		53,360		$	53,360		$	5,869,738		$	(4,076,602	)	$	(34,185	)	$	1,812,311

 

See accompanying notes to condensed consolidated financial statements.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

(unaudited)

 

		Thirteen Week Period Ended
		June 1, 2019			June 2, 2018
Operating activities:
Net (loss) income		$	(99,659	)	$	214,416
Net (loss) income from discontinued operations, net of tax		(320		)	256,143
Net loss from continuing operations		$	(99,339	)	$	(41,727	)
Adjustments to reconcile to net cash used in operating activities of continuing operations:
Depreciation and amortization		83,926			94,529
Lease termination and impairment charges		478			9,859
LIFO charge		7,489			9,966
Gain on sale of assets, net		(2,712		)	(5,859		)
Stock-based compensation expense		5,380			5,031
Loss on debt retirements, net		—			554
Changes in deferred taxes		—			(12,355		)
Changes in operating assets and liabilities:
Accounts receivable		(17,565		)	(194,159		)
Inventories		(11,454		)	31,101
Accounts payable		(75,893		)	207,960
Operating lease right-of-use assets and operating lease liabilities		(11,893		)	—
Other assets		22,513			7,102
Other liabilities		47,831			(128,316		)
Net cash used in operating activities of continuing operations		(51,239		)	(16,314		)
Investing activities:
Payments for property, plant and equipment		(40,981		)	(47,971		)
Intangible assets acquired		(8,210		)	(13,655		)
Proceeds from dispositions of assets and investments		658			9,916
Proceeds from sale-leaseback transactions		—			2,587
Net cash used in investing activities of continuing operations		(48,533		)	(49,123		)
Financing activities:
Net proceeds from revolver		125,000			190,000
Principal payments on long-term debt		(1,780		)	(431,106		)
Change in zero balance cash accounts		36,387			1,083
Net proceeds from issuance of common stock		—			910
Payments for taxes related to net share settlement of equity awards		(195		)	—
Financing fees paid for early debt redemption		—			(13		)
Deferred financing costs paid		(186		)	—
Net cash provided by (used in) financing activities of continuing operations		159,226			(239,126		)
Cash flows from discontinued operations:
Operating activities of discontinued operations		(13,877		)	(74,050		)
Investing activities of discontinued operations		523			603,402
Financing activities of discontinued operations		—			(525,031		)
Net cash (used in) provided by discontinued operations		(13,354		)	4,321
Increase (decrease) in cash and cash equivalents		46,100			(300,242		)
Cash and cash equivalents, beginning of period		144,353			447,334
Cash and cash equivalents, end of period		$	190,453		$	147,092

 

See accompanying notes to condensed consolidated financial statements.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

1. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. The accompanying financial information reflects all adjustments which are of a recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. The results of operations for the thirteen week period ended June 1, 2019 are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Rite Aid Corporation (“Rite Aid”) and Subsidiaries (together with Rite Aid, the “Company”) Fiscal 2019 10-K.

 

Recently adopted accounting pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, (Topic 842) (“ASU-2016-02” or the “Lease Standard”), which is intended to improve financial reporting around leasing transactions. The ASU affects all companies and other organizations that engage in lease transactions (both lessee and lessor). This ASU requires organizations that lease assets—referred to as “lessees”—to recognize on the balance sheet a right of use asset (“ROU asset”) and a lease liability for the obligations created by those leases. ASU No. 2016-02 is effective for fiscal years and interim periods within those years beginning January 1, 2019.

 

During July 2018, the FASB issued ASU 2018-11, Leases (Topic 842 ): Targeted Improvements. Among other things, ASU 2018-11 provides administrative relief by allowing entities to implement the Lease Standard using an alternative transition method. Effectively, the alternative transition method permits adoption of the Lease Standard through an adjustment to its opening balance sheet for the period of adoption, with the cumulative effect accounted for as an adjustment to retained earnings, without restating prior periods.

 

The Company adopted the Lease Standard on March 3, 2019 under the alternative transition method as permissible under ASU 2018-11, and applied the Lease Standard to all leases through a cumulative-effect adjustment to beginning accumulated deficit.  As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods.  The Company elected the package of practical expedients permitted under the transition guidance within the Lease Standard, which includes, among other things, the ability to carry forward the existing lease classification.  On March 3, 2019, the Company recorded a liability for operating leases of $3,295,327, a ROU asset for such leases of $3,026,976 and recorded an after-tax transition adjustment to increase accumulated deficit by $56,776.  The Lease Standard had a material impact on the unaudited condensed consolidated balance sheet, but did not have a material impact on the unaudited condensed consolidated statement of operations or the unaudited condensed consolidated statement of cash flows.

 

As permitted under the practical expedient concerning assessment of lease portfolio, the Company chose not to reassess its lease portfolio, and consequently, all existing leases that were classified as operating leases in accordance with Topic 840, continue to be classified as operating leases, and all existing leases that were classified as capital leases under Topic 840 continue to be classified as finance leases.

 

The Company performed an evaluation of ROU asset for impairment on transition.  Stores that had previously been impaired and continued to fail the recoverability test as of March 2, 2019 were evaluated.  Any store ROU asset with a carrying amount in excess of fair value was written down to the fair value.  Fair value of those ROU assets was determined based on a study of market rents for similar active/operating retails sites.  The result of this impairment assessment was a $81,745 write-down of the ROU assets on transition to accumulated deficit.  In addition, the Company recognized $24,969 of deferred gains as a reduction to accumulated deficit upon transition related to prior sale-leaseback transactions along with other minor adjustments.

 

As of March 2, 2019, the Company had $124,046 in closed store and lease exit liabilities under Topic 420 (“Topic 420 Liabilities”). Under transition to Topic 842, existing Topic 420 liabilities were eliminated by recording a reduction to the ROU asset balance.  However, in certain cases the Company had larger existing Topic 420 liabilities than the ROU asset balances.  This excess amount of $9,333 continues to be recorded as a liability and will reduce lease expense over the remaining lease term of the affected stores.  In addition, upon transition, the Company reclassified deferred rent, including unamortized tenant income allowances, prepaid rent, and favorable and unfavorable lease balances resulting from prior acquisition accounting to the ROU asset.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

The following is a discussion of the Company’s lease policy under the new lease accounting standard:

 

The Company determines if an arrangement contains a lease at the inception of a contract. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its incremental borrowing rate, determined by class of underlying asset, to discount the lease payments. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that we would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.  We use quoted interest rates obtained from financial institutions in an input to derive our incremental borrowing rate as the discount rate for the lease.  The ROU asset is equal to the operating lease liability plus lease payments made before commencement, less lease incentives received from the landlord.

 

The Company’s real estate leases typically contain options that permit lease extensions for additional periods of up to five years each. For real estate leases, generally, the renewal periods are not included within the lease term and the associated payments are not included in the measurement of the ROU asset and operating lease liability as the options to extend are not considered reasonably certain to occur at lease commencement.  The Company reevaluates each lease on a regular basis to consider the economic and strategic incentives of exercising the renewal options and will include all reasonably certain options in the measurement of our lease term.  Generally, the renewal option periods are not included within the lease term and the associated payments are not included in the measurement of the operating lease right-of-use asset and the operating lease liability until the renewals are i) evaluated and ii) determined to be exercised.  The Company has an insignificant amount of non-real estate leases however, renewal options are not included in the lease term for non-real estate leases because they are not considered reasonably certain of being exercised at lease commencement. The Company rarely executes leases less than 12 months. On transition, the Company did include in its ROU asset balance leases with less than 12 month remaining.

 

For real estate leases, the Company accounts for lease components and non-lease components as a single lease component. Certain real estate leases require additional payments based on sales volume, as well as reimbursement for real estate taxes, common area maintenance and insurance, which are expensed as incurred as variable lease costs. Other real estate leases contain one fixed lease payment that includes real estate taxes, common area maintenance and insurance. These fixed payments are considered part of the lease payment and included in the operating lease right-of-use assets and operating lease liabilities.

 

Impact of the Lease Standard on Financial Statement Line Items

 

As a result of applying the alternative transition method to adopt the Lease Standard, the following adjustments were made to accounts on the unaudited condensed consolidated balance sheet as of March 3, 2019:

 

		Impact of change in accounting policy
(in thousands)		As reported March 2, 2019			Adjustments			As adjusted March 3, 2019
ASSETS
Current assets:
Cash and cash equivalents		$	144,353		$	—		$	144,353
Accounts receivable, net		1,788,712			—			1,788,712
Inventories, net		1,871,941			—			1,871,941
Prepaid expenses and other current assets		179,132			(51,448		)	127,684
Current assets held for sale		117,581			43,697			161,278
Total current assets		4,101,719			(7,751		)	4,093,968
Property, plant and equipment, net		1,308,514			—			1,308,514
Operating lease right-of-use asset		—			3,026,976			3,026,976
Goodwill		1,108,136			—			1,108,136
Other intangibles, net		448,706			(29,632		)	419,074
Deferred tax assets		409,084			—			409,084
Other assets		215,208			(1,086		)	214,122
Total assets		$	7,591,367		$	2,988,507		$	10,579,874
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and lease financing obligations		$	16,111		$	—		$	16,111
Accounts payable		1,618,585			—			1,618,585
Accrued salaries, wages and other current liabilities		808,439			(56,553		)	751,886
Current portion of operating lease liabilities		—			457,305			457,305
Current liabilities held for sale		—			45,167			45,167
Total current liabilities		2,443,135			445,919			2,889,054
Long-term debt, less current maturities		3,454,585			—			3,454,585
Long-term operating lease liabilities		—			2,838,022			2,838,022
Lease financing obligations, less current maturities		24,064			—			24,064
Other noncurrent liabilities		482,893			(238,658		)	244,235
Total liabilities		6,404,677			3,045,283			9,449,960
Commitments and contingencies		—			—			—
Stockholders’ equity:
Common stock, par value $1 per share; 75,000 shares authorized; shares issued and outstanding 54,016		54,016			—			54,016
Additional paid-in capital		5,876,977			—			5,876,977
Accumulated deficit		(4,713,244		)	(56,776		)	(4,770,020		)
Accumulated other comprehensive loss		(31,059		)	—			(31,059		)
Total stockholders’ equity		1,186,690			(56,776		)	1,129,914
Total liabilities and stockholders’ equity		$	7,591,367		$	2,988,507		$	10,579,874

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

See Note 12 for additional information.

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU No. 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) , which amends the principal-versus-agent implementation guidance and in April 2016, the FASB issued ASU No. 2016-10,  Identifying Performance Obligations and Licensing , which amends the guidance in those areas in the new revenue recognition standard. These ASUs, collectively the “new revenue standard”, are effective for annual reporting periods (including interim reporting periods within those periods) beginning January 1, 2018.

 

The Company adopted the new revenue standard as of March 4, 2018 using the modified retrospective method and applying the new standard to all contracts with customers. In connection with the adoption of the new revenue standard, the Company identified one difference in its Retail Pharmacy segment related to the timing of revenue recognition for third party prescription revenues, which was historically recognized at the time the prescription was filled. Upon adoption of ASU No. 2014-09, this revenue is recognized at the time the customer takes possession of the merchandise. In connection with its March 4, 2018 adoption of the new revenue standard on a modified retrospective basis, the Company recorded a reduction to accounts receivable of $57,897, a reduction to deferred tax assets of $1,771, an increase to inventory of $51,121, and a corresponding increase to accumulated deficit of $8,547 within its Retail Pharmacy segment.

 

In addition, the Company identified revenues under one specific rebate administration program under which the Company’s Pharmacy Services segment was determined to be the principal and historically recognized revenues and cost of revenues on a gross basis of approximately $123,500 during fiscal 2018. Upon adoption of the new revenue standard, the Company is now recording revenue from this program on a net basis.

 

The following is a discussion of the Company’s revenue recognition policies by segment under the new revenue recognition accounting standard:

 

Revenue Recognition

 

Retail Pharmacy Segment

 

For front-end sales, the Retail Pharmacy segment recognizes revenues upon the transfer of control of the goods to the customer. The Company satisfies its performance obligation at the point of sale for front-end transactions. The Retail Pharmacy segment front-end revenue is measured based on the amount of fixed consideration that we expect to receive, net of an allowance for estimated future returns. Return activity is immaterial to revenues and results of operations in all periods presented.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

For pharmacy sales, the Retail Pharmacy segment recognizes revenue upon the transfer of control of the goods to the customer. The Company satisfies its performance obligation, upon pickup by the customer, which is when the customer takes title to the product. Each prescription claim represents an individual arrangement with the customer and is a performance obligation, separate and distinct from other prescription claims. The Company’s revenue is measured based on the amount of fixed consideration that we expect to receive, reduced by refunds owed to the third party payor for pricing guarantees and performance against defined value-based service and performance metrics. The inputs to these estimates are not highly subjective or volatile. The effect of adjustments between estimated and actual amounts have not been material to the Company’s results of operations or financial position. Prescriptions are generally not returnable.

 

The Retail Pharmacy segment offers a chain-wide loyalty card program titled wellness +. Individual customers are able to become members of the wellness + program. Members participating in the wellness + loyalty card program earn points on a calendar year basis for eligible front-end merchandise purchases and qualifying prescription purchases. One point is awarded for each dollar spent towards front-end merchandise and 25 points are awarded for each qualifying prescription.

 

Members reach specific wellness + tiers based on the points accumulated during the calendar year, which entitles such customers to certain future discounts and other benefits upon reaching that tier. For example, any customer that reaches 1,000 points in a calendar year achieves the “Gold” tier, enabling him or her to receive a 20% discount on qualifying purchases of front-end merchandise for the remaining portion of the calendar year and also the next calendar year. There is also a similar “Silver” level with a lower threshold and benefit level.

 

Points earned pursuant to the wellness+ program represent a performance obligation and the Company allocates revenue between the merchandise purchased and the wellness + points based on the relative stand-alone selling price of each performance obligation. The relative value of the wellness + points is initially deferred as a contract liability (included in other current and noncurrent liabilities). As members receive discounted front-end merchandise or when the benefit period expires, the Retail Pharmacy segment recognizes an allocable portion of the deferred contract liability into revenue. The Retail Pharmacy segment had accrued contract liabilities of $74,921 as of June 1, 2019, of which $51,581 is included in other current liabilities and $23,340 is included in noncurrent liabilities. The Retail Pharmacy segment had accrued contract liabilities of $63,720 as of March 2, 2019, of which $51,042 is included in other current liabilities and $12,678 is included in noncurrent liabilities.

 

The wellness + program also allows a customer to earn Bonus Cash based on qualifying purchases. Wellness + Rewards members have the opportunity to redeem their accumulated Bonus Cash on a future purchase with a 60 day expiration window.

 

For a majority of the Bonus Cash issuances, funding is provided by our vendors through contractual arrangements. This funding is treated as a contract liability and remains a contract liability until (i) wellness + Rewards members redeem their Bonus Cash, or (ii) wellness + Rewards members allow the Bonus Cash to expire. Upon utilization or expiration of the benefit period, the Retail Pharmacy segment recognizes an allocable portion of the accrued contract liability into revenue. For Bonus Cash issuances that are not vendor funded, the contract liability is recorded at the time of issuance through a reduction to revenues, and not recognized until the Bonus Cash is redeemed or expires.

 

Pharmacy Services Segment

 

The Pharmacy Services segment sells prescription drugs indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The Pharmacy Services segment recognizes revenue from prescription drugs sold by (i) its mail service dispensing pharmacy and (ii) under retail pharmacy network contracts where it is the principal at the contract prices negotiated with its clients, primarily employers, insurance companies, unions, government employee groups, health plans, Managed Medicaid plans, Medicare plans, and other sponsors of health benefit plans, and individuals throughout the United States. Revenues include: (i) the portion of the price the client pays directly to the Pharmacy Services segment, net of any volume-related or other discounts paid back to the client (see “Drug Discounts” below), (ii) the price paid to the Pharmacy Services segment by client plan members for mail order prescriptions (“Mail Co-Payments”), (iii) client plan member copayments made directly to the retail pharmacy network and (iv) administrative fees. Revenue is recognized when the Pharmacy Services segment meets its performance obligations relative to each transaction type. The following revenue recognition policies have been established for the Pharmacy Services segment:

 

·                   Revenues generated from prescription drugs sold by third party pharmacies in the Pharmacy Services segment’s retail pharmacy network and associated administrative fees are recognized at the Pharmacy Services segment’s point-of-sale, which is when the claim is adjudicated by the Pharmacy Services segment’s online claims processing system. At this point the Company has performed all of its performance obligations.

 

·                   Revenues generated from prescription drugs sold by the Pharmacy Services segment’s mail service dispensing pharmacy are recognized when the prescription is shipped. At the time of shipment, the Pharmacy Services segment has performed all of its performance obligations under its client contracts, as control of and title to the product has passed to the client plan members. The Pharmacy Services segment does not experience a significant level of returns or reshipments.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

·                   Revenues generated from administrative fees based on membership or claims volume are recognized monthly based on the terms within the individual contracts, either a monthly member based fee, or a claims volume based fee.

 

In the majority of its contracts, the Pharmacy Services segment is the principal because its client contracts give clients the right to obtain access to its pharmacy contracts under which the Pharmacy Services segment directs its pharmacy network to provide the services (drug dispensing, consultation, etc.) and goods (prescription drugs) to the clients’ members at its negotiated pricing. The Pharmacy Services segment’s obligations under its client contracts are separate and distinct from its obligations to the third party pharmacies included in its retail pharmacy network contracts. In the majority of these contracts, the Pharmacy Services segment is contractually required to pay the third party pharmacies in its retail pharmacy network for products sold after payment is received from its clients. The Pharmacy Services segment has control over these transactions until the prescription is transferred to the member and, thus, that it is acting as a principal. As such, the Pharmacy Services segment records the total prescription price contracted with clients in revenues.

 

Amounts paid to pharmacies and amounts charged to clients are exclusive of the applicable co-payment under Pharmacy Services segment contracts. Retail pharmacy co-payments, which we instruct retail pharmacies to collect from members, are included in our revenues and our cost of revenues.

 

For contracts under which the Pharmacy Services segment acts as an agent or does not control the prescription drugs prior to transfer to the client, no revenue is recognized.

 

Drug Discounts—The Pharmacy Services segment deducts from its revenues that are generated from prescription drugs sold by third party pharmacies any rebates, inclusive of discounts and fees, earned by its clients based on utilization levels and other factors as negotiated with the prescription drug manufacturers or suppliers. Rebates are paid to clients in accordance with the terms of client contracts.

 

Medicare Part D—The Pharmacy Services segment, through its Envision Insurance Company (“EIC”) subsidiary, participates in the federal government’s Medicare Part D program as a Prescription Drug Plan (“PDP”). Please refer to Note 8, Medicare Part D.

 

Disaggregation of Revenue

 

The following tables disaggregate the Company’s revenue by major source in each segment for the thirteen week period ended June 1, 2019:

 

In thousands		For the thirteen week period ended June 1, 2019
Retail Pharmacy segment:
Pharmacy sales		$	2,563,244
Front-end sales		1,265,361
Other revenue		36,203
Total Retail Pharmacy segment		3,864,808
Pharmacy Services segment		1,566,292
Intersegment elimination		(58,511		)
Total revenue		$	5,372,589

 

Reclassification of the Statements of Cash Flows presentation

 

During fiscal 2019, the Company expanded its disclosure on its Statements of Cash Flows to include changes in other assets separate from changes in other liabilities, which had historically been combined. Prior period amounts have been reclassified to conform to the current period presentation.

 

Recasting of per-share amounts

 

As previously announced, the Company implemented a reverse stock split of the Company’s common stock at a reverse stock split ratio of 1-for-20. The Company’s common stock began trading on a split-adjusted basis on the NYSE at the market open on April 22, 2019. Accordingly, all share and per-share amounts for the prior period has been recasted to reflect the reverse stock split.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

2. Restructuring

 

In March 2019, the Board of Directors implemented a reorganization of our executive management team to further streamline our business.  In addition, the Company announced a restructuring plan that will reduce managerial layers and consolidate roles across the organization, resulting in the elimination of approximately 400 full-time positions located at the Company’s headquarters and across the field organization. Approximately two-thirds of the reductions took place at the time of the announcement and the balance will occur by the end of fiscal 2020.

 

In April 2019, the Company implemented its Path to the Future transformation initiative, which focuses primarily on opportunities to drive further growth and operating efficiency, including i) building tools to work with regional health plans to improve patient health outcomes, ii) rationalize SKU’s in its front-end offering to free up working capital, improve front-end profitability and improve the customer experience, iii) an assessment of the Company’s pricing and promotional strategy and, iv) a continued review of the Company’s cost structure, which includes opportunities to use technology and vendor partners to help reduce costs.

 

For the thirteen week period ended June 1, 2019, the Company incurred total restructuring-related costs of $43,350, which are included as a component of SG&A.  These costs are as follows:

 

		Retail Pharmacy  segment			Pharmacy Services segment			Total
Restructuring-related costs
Severance and related costs associated with the March 2019 reorganization (a)		$	25,272		$	1,804		$	27,076
Non-executive retention costs associated with the March 2019 reorganization (b)		4,499			2,165			6,664
Professional and other fees relating to the Path to the Future transformation initiative (c)		9,610			—			9,610
Total restructuring-related costs		$	39,381		$	3,969		$	43,350

 

A summary of activity for the thirteen week period ended June 1, 2019 in the restructuring-related liabilities associated with the programs noted above, which is included in accrued salaries, wages and other current liabilities, is as follows:

 

		Severance and related costs (a)			Retention costs (b)			Professional and other fees (c)			Total
Balance at March 2, 2019		$	—		$	4,704		$	—		$	4,704
Additions charged to expense		27,076			6,664			9,610			43,350
Cash payments		(4,653		)	(242		)	(9,610		)	(14,505		)
Balance at June 1, 2019		$	22,423		$	11,126		$	—		$	33,549

 

---

(a) — Severance and related costs reflect severance accruals, executive search fees, outplacement services and other similar charges associated with the March 2019 reorganization.

 

(b) — As part of its March 2019 reorganization, the Company incurred costs with the implementation of a retention plan for certain of its key associates.

 

(c) — Professional and other fees include costs incurred in connection with the identification and implementation of transformation initiatives associated with the Path to the Future initiative.

 

The Company anticipates its total fiscal 2020 restructuring-related costs to be approximately $55,000.

 

3. Asset Sale to WBA

 

On September 18, 2017, the Company entered into the Amended and Restated Asset Purchase Agreement with WBA and Buyer, which amended and restated in its entirety the previously disclosed Asset Purchase Agreement, dated as of June 28, 2017, by and among the Company, WBA and Buyer. Pursuant to the terms and subject to the conditions set forth in the Amended and Restated Asset Purchase Agreement, Buyer agreed to purchase from the Company 1,932 Acquired Stores, three distribution centers, related inventory and other specified assets and liabilities related thereto for a purchase price of $4,375,000, on a cash-free, debt-free basis in the Sale.

 

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RITE AID CORPORATION AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

The Company announced on September 19, 2017 that the waiting period under the HSR Act, expired with respect to the Sale. The Company completed the store transfer process in March of 2018, which resulted in the transfer of all 1,932 stores and related assets to WBA, and the received of cash proceeds of $4,156,686.

 

On September 13, 2018, the Company completed the sale of one of its distribution centers and related assets to WBA for proceeds of $61,251. The impact of the sale of the distribution center and related assets resulted in a pre-tax gain of $14,151, which has been included in the results of operations and cash flows of discontinued operations during the fifty-two week period ended March 2, 2019. The transfer of the remaining two distribution centers and related assets remains subject to minimal customary closing conditions applicable only to the distribution centers being transferred at such distribution center closings, as specified in the Amended and Restated Asset Purchase Agreement.

 

The parties to the Amended and Restated Asset Purchase Agreement have each made customary representations and warranties. The Company has agreed to various covenants and agreements, including, among others, the Company’s agreement to conduct its business at the distribution centers being sold to WBA in the ordinary course during the period between the execution of the Amended and Restated Asset Purchase Agreement and the distribution center closing. The Company has also agreed to provide transition services to Buyer for up to three years after the initial closing of the Sale. Under the terms of the TSA, the Company provides various services on behalf of WBA, including but not limited to the purchase and distribution of inventory and virtually all selling, general and administrative activities. The term of the TSA has been extended to October 17, 2020. In connection with these services, the Company purchases the related inventory and incurs cash payments for the selling, general and administrative activities, which, the Company bills on a cash neutral basis to WBA in accordance with terms as outlined in the TSA. Total billings for these items during the thirteen week periods ended June 1, 2019 and June 2, 2018 were $1,192,791 and $2,041,075, respectively, of which $224,385 and $447,305 is included in Accounts receivable, net. The Company charged WBA TSA fees of $14,225 and $23,735 during the thirteen week periods ended June 1, 2019 and June 2, 2018, respectively, which are reflected as a reduction to selling, general and administrative expenses.

 

Based on its magnitude and because the Company exited certain markets, the Sale represented a significant strategic shift that has a material effect on the Company’s operations and financial results. Accordingly, the Company has applied discontinued operations treatment for the Sale as required by Accounting Standards Codification 210-05— Discontinued Operations (ASC 205-20). In accordance with ASC 205-20, the Company reclassified the Disposal Group to assets and liabilities held for sale on its consolidated balance sheets as of the periods ended June 1, 2019 and March 2, 2019, and reclassified the financial results of the Disposal Group in its consolidated statements of operations and consolidated statements of cash flows for all periods presented. The Company also revised its discussion and presentation of operating and financial results to be reflective of its continuing operations as required by ASC 205-20.

 

The carrying amount of the Assets to be Sold, which were included in the Retail Pharmacy segment, have been reclassified from their historical balance sheet presentation to current assets and liabilities held for sale as follows:

 

		June 1, 2019			March 2, 2019
Inventories		$	62,351		$	68,233
Property and equipment		49,346			49,348
Operating lease right-of-use asset		42,114			—
Current assets held for sale		$	153,811		$	117,581
Current portion of operating lease liabilities		$	3,213		$	—
Long-term operating lease liabilities		40,616			—
Current liabilities held for sale		$	43,829		$	—

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

The operating results of the discontinued operations that are reflected on the consolidated statements of operations within net income (loss) from discontinued operations are as follows:

 

		June 1, 2019 (13 weeks)			June 2, 2018 (13 weeks)
Revenues		$	(88	)	$	23,400
Costs and expenses:
Cost of revenues(a)		265			17,081
Selling, general and administrative expenses(a)		486			13,875
Lease termination and impairment charges		—			—
Loss on debt retirements, net		—			4,570
Interest expense(b)		—			4,615
Gain on stores sold to Walgreens Boots Alliance		—			(360,557		)
Gain on sale of assets, net		(522		)	—
		229			(320,416		)
(Loss) income from discontinued operations before income taxes		(317		)	343,816
Income tax expense		3			87,673
Net (loss) income from discontinued operations, net of tax		$	(320	)	$	256,143

 

---

(a)                                  Cost of revenues and selling, general and administrative expenses for the discontinued operations excludes corporate overhead. These charges are reflected in continuing operations.

 

(b)                                  In accordance with ASC 205-20, the operating results for the thirteen week periods ended June 1, 2019 and June 2, 2018, respectively, for the discontinued operations include interest expense relating to the outstanding indebtedness repaid with the estimated excess proceeds from the Sale.

 

The operating results reflected above do not fully represent the Disposal Group’s historical operating results, as the results reported within net income from discontinued operations only include expenses that are directly attributable to the Disposal Group.

 

4. (Loss) Income Per Share

 

Basic (loss) income per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company subject to anti-dilution limitations.

 

		Thirteen Week Period Ended
		June 1, 2019			June 2, 2018
Basic and diluted (loss) income per share:
Numerator:
Net loss from continuing operations		$	(99,339	)	$	(41,727	)
Net (loss) income from discontinued operations		(320		)	256,143
(Loss) income attributable to common stockholders— basic and diluted		$	(99,659	)	$	214,416
Denominator:
Basic weighted average shares		52,976			52,719
Outstanding options and restricted shares, net		—			—
Diluted weighted average shares		52,976			52,719
Basic and diluted (loss) income per share:
Continuing operations		$	(1.88	)	$	(0.79	)
Discontinued operations		0.00			4.86
Net basic and diluted (loss) income per share		$	(1.88	)	$	4.07

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

Due to their antidilutive effect, 992 and 1,288 potential common shares related to stock options have been excluded from the computation of diluted income (loss) per share for the thirteen week period ended June 1, 2019 and June 2, 2018, respectively. Also, excluded from the computation of diluted income (loss) per share as of June 1, 2019 and June 2, 2018 are restricted shares of 813 and 567, respectively, which are included in shares outstanding.

 

On April 10, 2019, the Company’s Board of Directors approved a one-for-twenty reverse stock split of the Company’s outstanding shares of common stock. The reverse stock split was effected on April 18, 2019 at 5:00 p.m. Eastern time. At the effective time, every twenty issued and outstanding shares of the Company’s common stock were converted into one share of common stock. No fractional shares were issued in connection with the reverse stock split, and in lieu thereof, each stockholder holding fractional shares was entitled to receive a cash payment (without interest or deduction) from the Company’s transfer agent in an amount equal to such stockholder’s respective pro rata shares of the total net proceeds from the Company’s transfer agent sale of all fractional shares at the then-prevailing prices on the open market. In connection with the reverse stock split, the number of authorized shares of our common stock was also reduced on a one-for-twenty basis, from 1,500,000 to 75,000. The par value of each share of common stock remained unchanged. A proportionate adjustment was also made to the maximum number of shares issuable under the Company’s 2014 Equity Incentive Plan.

 

5 . Lease Termination and Impairment Charges

 

Lease termination and impairment charges consist of amounts as follows:

 

		Thirteen Week Period Ended
		June 1, 2019			June 2, 2018
Impairment charges		$	123		$	283
Lease termination charges		—			9,576
Facility exit charges		355			—
		$	478		$	9,859

 

Impairment Charges

 

These amounts include the write-down of long-lived assets at locations that were assessed for impairment because of management’s intention to relocate or close the location or because of changes in circumstances that indicated the carrying value of an asset may not be recoverable.

 

The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following:

 

·                   Level 1—Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

·                   Level 2—Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.

 

·                   Level 3—Inputs to the valuation methodology are unobservable inputs based upon management’s best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk.

 

Non-Financial Assets Measured on a Non-Recurring Basis

 

Long-lived non-financial assets are measured at fair value on a nonrecurring basis for purposes of calculating impairment using Level 2 and Level 3 inputs as defined in the fair value hierarchy. The fair value of long-lived assets using Level 2 inputs is determined by evaluating the current economic conditions in the geographic area for similar use assets. The fair value of long-lived assets using Level 3 inputs is determined by estimating the amount and timing of net future cash flows (which are unobservable inputs) and discounting them using a risk-adjusted rate of interest (which is Level 1). The Company estimates future cash flows based on its experience and knowledge of the market in which the store is located. Significant increases or decreases in actual cash flows may result in valuation changes. During the thirteen week period ended June 1, 2019, long-lived assets from continuing operations with a carrying value of $123, primarily store assets, were written down to their fair value of $0, resulting in an impairment charge of

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

For the Thirteen Week Periods Ended June 1, 2019 and June 2, 2018

 

(Dollars and share information in thousands, except per share amounts)

 

(unaudited)

 

$123. During the thirteen week period ended June 2, 2018, long-lived assets from continuing operations with a carrying value of $1,575, primarily store assets, were written down to their fair value of $1,292, resulting in an impairment charge of $283. If our actual future cash flows differ from our projections materially, certain stores that are either not impaired or partially impaired in the current period may be further impaired in future periods.

 

The following table presents fair values for those assets measured at fair value on a non-recurring basis at June 1, 2019 and June 2, 2018:

 

Fair Value Measurement Using

 

Level 1

Level 2

Level 3

Total as of June 1, 2019

Long-lived assets held for use

$

—

$

—

$

—

$

—

Long-lived assets held for sale

$

—

$

—

$

—

$

—

Total

$

—

$

—

$

—

$

—

 

		Level 1			Level 2			Level 3			Total as of June 2, 2018
Long-lived assets held for use		$	—		$	—		$	—		$	—
Long-lived assets held for sale		$	—		$	1,292		$	—		$	1,292
Total		$	—		$	1,292		$	—		$	1,292

 

The above assets reflected in the caption Long-lived assets held for sale are separate and apart from the Assets to be Sold and do to their immateriality have not been reclassified to assets held for sale.

 

Lease Termination and Facility Exit Charges

 

As part of the Company’s ongoing business activities, the Company assesses stores and distribution centers for potential closure or relocation. Decisions to close or relocate stores or distribution centers in future periods would result in lease termination charges, lease exit costs and inventory liquidation charges, as well as impairment of assets at these locations. When a store or distribution center is closed, the Company records an expense for unrecoverable costs and accrues a liability equal to the present value at current credit adjusted risk-free interest rates of any anticipated executory costs which are not included within the store or distribution center’s respective lease liability under Topic 842. Other store or distribution center closing and liquidation costs are expensed when incurred.

 

The following table reflects the closed store and distribution center charges that relate to new closures, changes in assumptions and interest accretion:

 

		Thirteen Week Period Ended
		June 1, 2019			June 2, 2018
Balance—beginning of period		$	124,046		$	133,290
Existing Topic 420 liabilities eliminated by recording a reduction to the ROU asset		(112,288		)	—
Provision for present value of noncancellable lease payments of closed stores		—			8,130
Changes in assumptions about future sublease income, terminations and changes in interest rates		—			(1,038		)
Interest accretion		—			2,685
Cash payments, net of sublease income		(2,425		)	(11,885		)
Balance—end of period		$	9,333		$	131,182

 

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