Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Sep. 28, 2013 | Nov. 05, 2013 | |
Entity Registrant Name | '99 CENTS ONLY STORES LLC | ' |
Entity Central Index Key | '0001011290 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--03-29 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 100 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 28, 2013 | Mar. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash | $77,378 | $45,476 |
Accounts receivable, net of allowance for doubtful accounts of $217 and $84 at September 28, 2013 and March 30, 2013, respectively | 1,894 | 1,851 |
Income taxes receivable | 3,775 | 3,969 |
Deferred income taxes | 35,377 | 33,139 |
Inventories, net | 197,464 | 201,601 |
Assets held for sale | 2,106 | 2,106 |
Other | 18,276 | 16,370 |
Total current assets | 336,270 | 304,512 |
Property and equipment, net | 481,476 | 476,051 |
Deferred financing costs, net | 19,568 | 21,016 |
Intangible assets, net | 468,322 | 471,359 |
Goodwill | 479,745 | 479,745 |
Deposits and other assets | 5,057 | 4,554 |
Total assets | 1,790,438 | 1,757,237 |
Current Liabilities: | ' | ' |
Accounts payable | 73,280 | 50,011 |
Payroll and payroll-related | 24,081 | 17,096 |
Sales tax | 6,353 | 7,200 |
Other accrued expenses | 40,391 | 29,695 |
Workers' compensation | 37,215 | 39,498 |
Current portion of long-term debt | 3,216 | 8,567 |
Current portion of capital lease obligation | 86 | 83 |
Total current liabilities | 184,622 | 152,150 |
Long-term debt, net of current portion | 751,234 | 749,758 |
Unfavorable lease commitments, net | 12,922 | 14,833 |
Deferred rent | 9,649 | 4,823 |
Deferred compensation liability | 1,070 | 1,153 |
Capital lease obligation, net of current portion | 227 | 271 |
Long-term deferred income taxes | 181,634 | 186,851 |
Other liabilities | 6,660 | 8,428 |
Total liabilities | 1,148,018 | 1,118,267 |
Commitments and contingencies (Note 11) | ' | ' |
Shareholders' Equity: | ' | ' |
Preferred stock, no par value - authorized, 1,000 shares; no shares issued or outstanding | ' | ' |
Common stock $0.01 par value - Class A authorized, 1,000 shares; issued and outstanding, 100 shares and Class B authorized, 1,000 shares; issued and outstanding, 100 shares at September 28, 2013 and March 30, 2013, respectively | ' | ' |
Additional paid-in capital | 649,106 | 654,424 |
Accumulated deficit | -5,571 | -14,202 |
Other comprehensive loss | -1,115 | -1,252 |
Total shareholders' equity | 642,420 | 638,970 |
Total liabilities and shareholders' equity | $1,790,438 | $1,757,237 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 28, 2013 | Mar. 30, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $217 | $84 |
Preferred stock, par value (in dollars per share) | $0 | $0 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Class B | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Net Sales: | ' | ' | ' | ' |
99 Only Stores | $431,553 | $382,073 | $852,489 | $771,029 |
Bargain Wholesale | 12,370 | 11,290 | 25,300 | 23,284 |
Total sales | 443,923 | 393,363 | 877,789 | 794,313 |
Cost of sales (excluding depreciation and amortization expense shown separately below) | 277,118 | 242,699 | 543,797 | 486,601 |
Gross profit | 166,805 | 150,664 | 333,992 | 307,712 |
Selling, general and administrative expenses: | ' | ' | ' | ' |
Operating expenses | 138,911 | 120,362 | 270,743 | 239,133 |
Depreciation | 15,685 | 13,931 | 31,011 | 27,683 |
Amortization of intangible assets | 442 | 442 | 884 | 883 |
Total selling, general and administrative expenses | 155,038 | 134,735 | 302,638 | 267,699 |
Operating income | 11,767 | 15,929 | 31,354 | 40,013 |
Other (income) expense: | ' | ' | ' | ' |
Interest income | ' | -35 | -15 | -259 |
Interest expense | 15,174 | 15,537 | 29,862 | 31,114 |
Loss on extinguishment of debt | ' | ' | ' | 16,346 |
Other | ' | 3 | ' | 67 |
Total other expense, net | 15,174 | 15,505 | 29,847 | 47,268 |
(Loss) income before provision for income taxes | -3,407 | 424 | 1,507 | -7,255 |
(Benefit) provision for income taxes | -8,874 | 214 | -7,124 | -2,574 |
Net income (loss) | 5,467 | 210 | 8,631 | -4,681 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' | ' |
Unrealized holding gains on securities arising during period | ' | 4 | ' | 4 |
Unrealized (losses) gains on interest rate cash flow hedge | -332 | -473 | 137 | -1,017 |
Less: reclassification adjustment included in net income | ' | ' | ' | -5 |
Other comprehensive (loss) income, net of tax | -332 | -469 | 137 | -1,018 |
Comprehensive income (loss) | $5,135 | ($259) | $8,768 | ($5,699) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $8,631 | ($4,681) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation | 31,011 | 27,683 |
Amortization of deferred financing costs and accretion of OID | 2,212 | 2,059 |
Amortization of intangible assets | 884 | 883 |
Amortization of favorable/unfavorable leases, net | 242 | 91 |
Loss on extinguishment of debt | ' | 16,346 |
Loss on disposal of fixed assets | 124 | 403 |
(Gain) loss on interest rate hedge | -114 | 665 |
Deferred income taxes | -7,546 | ' |
Stock-based compensation | -5,318 | 1,593 |
Changes in assets and liabilities associated with operating activities: | ' | ' |
Accounts receivable | -43 | 1,586 |
Inventories | 4,137 | -11,437 |
Deposits and other assets | -2,492 | -3,874 |
Accounts payable | 18,874 | 9,047 |
Accrued expenses | 16,834 | 6,358 |
Accrued workers' compensation | -2,283 | -1,186 |
Income taxes | 194 | -13,347 |
Deferred rent | 4,826 | 2,362 |
Other long-term liabilities | -1,780 | -73 |
Net cash provided by operating activities | 68,393 | 34,478 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -32,348 | -19,861 |
Proceeds from sale of property and fixed assets | 537 | 11,549 |
Purchases of investments | ' | -449 |
Proceeds from sale of investments | ' | 2,470 |
Net cash used in investing activities | -31,811 | -6,291 |
Cash flows from financing activities: | ' | ' |
Payment of debt | -4,639 | -2,618 |
Payments of capital lease obligation | -41 | -38 |
Payment of debt issuance costs | ' | -11,230 |
Net cash used in financing activities | -4,680 | -13,886 |
Net increase in cash | 31,902 | 14,301 |
Cash - beginning of period | 45,476 | 27,766 |
Cash - end of period | 77,378 | 42,067 |
Supplemental cash flow information: | ' | ' |
Income taxes paid | 228 | 10,772 |
Interest paid | 24,639 | 26,125 |
Non-cash investing activities for purchases of property and equipment | ($4,395) | ($1,679) |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | ||
Sep. 28, 2013 | |||
Basis of Presentation and Summary of Significant Accounting Policies | ' | ||
Basis of Presentation and Summary of Significant Accounting Policies | ' | ||
1. Basis of Presentation and Summary of Significant Accounting Policies | |||
Nature of Business | |||
99¢ Only Stores is organized under the laws of the State of California. Effective October 18, 2013, 99¢ Only Stores converted from a California corporation to a California limited liability company, 99 Cents Only Stores LLC, that is managed by a single member, Parent (as defined below). The term the “Company” refers to 99¢ Only Stores and its consolidated subsidiaries prior to the Conversion (as defined below) and to 99 Cents Only Stores LLC and its consolidated subsidiaries on or after the Conversion. The Company is an extreme value retailer of primarily consumable and general merchandise with an emphasis on name-brand products. As of September 28, 2013, the Company operated 329 retail stores with 238 in California, 43 in Texas, 31 in Arizona, and 17 in Nevada. The Company is also a wholesale distributor of various products. | |||
Merger | |||
On January 13, 2012, the Company was acquired through a merger (the “Merger”) with a subsidiary of Number Holdings, Inc., a Delaware corporation (“Parent”) with the Company surviving. In connection with the Merger, the Company became a subsidiary of Parent, which is controlled by affiliates of Ares Management LLC and Canada Pension Plan Investment Board, and prior to the Gold-Schiffer Purchase (as described in Notes 9 and 16), certain former members of the Company’s management and their affiliates (collectively, the “Rollover Investors”). As a result of the Merger, the Company’s common stock was delisted from the New York Stock Exchange and the Company ceased to be operating as a public company. | |||
Basis of Presentation | |||
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). However, certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission. These statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2013. In the opinion of the Company’s management, these interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the consolidated financial position and results of operations for each of the periods presented. The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full fiscal year ending March 29, 2014 (“fiscal 2014”). | |||
Fiscal Periods | |||
The Company follows a fiscal calendar consisting of four quarters with 91 days, each ending on the Saturday closest to the calendar quarter-end, and a 52-week fiscal year with 364 days, with a 53-week year every five to six years. Unless otherwise stated, references to years in this Quarterly Report on Form 10-Q relate to fiscal years rather than calendar years. Fiscal 2014 began on March 31, 2013 and will end on March 29, 2014 and will consist of 52 weeks. The Company’s fiscal year ended March 30, 2013 (“fiscal 2013”) began on April 1, 2012 and ended on March 30, 2013 and consisted of 52 weeks. The second quarter ended September 28, 2013 (the “second quarter of fiscal 2014”) and second quarter ended September 29, 2012 (the “second quarter of fiscal 2013”) were each comprised of 91 days. The period ended September 28, 2013 (“first half of fiscal 2014”) and the period ended September 29, 2012 (“first half of fiscal 2013”) were each comprised of 182 days. | |||
Use of Estimates | |||
The preparation of the unaudited consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||
Cash | |||
For purposes of reporting cash flows, cash includes cash on hand, cash at the stores and cash in financial institutions. The majority of payments due from financial institutions for the settlement of debit card and credit card transactions are processed within three business days and therefore are classified as cash. Cash balances held at financial institutions are generally in excess of federally insured limits. These accounts are only insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts. The Company places its temporary cash investments with what it believes to be high credit, quality financial institutions. Under the Company’s cash management system, checks issued but not presented to the bank may result in book cash overdraft balances for accounting purposes. The Company reclassifies book overdrafts to accounts payable, which are reflected as an operating activity in its unaudited consolidated statements of cash flows. Book overdrafts included in accounts payable were $3.1 million as of September 28, 2013. | |||
Allowance for Doubtful Accounts | |||
In connection with its wholesale business, the Company evaluates the collectability of accounts receivable based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers and tenants, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and the Company’s historical experiences. | |||
Inventories | |||
Inventories are valued at the lower of cost or market. Inventory cost is established using a methodology that approximates first in, first out, which for store inventories is based on a retail inventory method. Valuation allowances for shrinkage as well as excess and obsolete inventory are also recorded. Shrinkage is estimated as a percentage of sales for the period from the last physical inventory date to the end of the applicable period. Such estimates are based on experience and the most recent physical inventory results. Physical inventories are taken at each of the Company’s retail stores at least once a year by an outside inventory service company. Additional store-level physical inventories are taken by the service companies from time to time based on a particular store’s performance and/or book inventory balance. The Company performs inventory cycle counts at its warehouses throughout the year. The Company also performs inventory reviews and analysis on a quarterly basis for both warehouse and store inventory to determine inventory valuation allowances for excess and obsolete inventory. The Company’s policy is to analyze all items held in inventory that are at least twelve months old and that are not expected to be sold through at the current sales rates over the next twelve months in order to determine what merchandise should be reserved for as excess or obsolete. The valuation allowances for excess and obsolete inventory in many locations (including various warehouses, store backrooms, and sales floors of its stores), require management judgment and estimates that may impact the ending inventory valuation and valuation allowances that may affect the reported gross margin for the period. | |||
In order to obtain inventory at attractive prices, the Company takes advantage of large volume purchases, closeouts and other similar purchase opportunities but within the above stipulated policy. As such, the Company’s inventory fluctuates from period to period and the inventory balances vary based on the timing and availability of such opportunities. | |||
Property and Equipment | |||
Property and equipment are carried at cost and are depreciated or amortized on a straight-line basis over the following useful lives: | |||
Owned buildings and improvements | Lesser of 30 years or the estimated useful life of the improvement | ||
Leasehold improvements | Lesser of the estimated useful life of the improvement or remaining lease term | ||
Fixtures and equipment | 5 years | ||
Transportation equipment | 3-5 years | ||
Information technology systems | For major corporate systems, estimated useful life up to 7 years; for functional stand alone systems, estimated useful life up to 5 years | ||
The Company’s policy is to capitalize expenditures that materially increase asset lives and expense ordinary repairs and maintenance as incurred. | |||
Long-Lived Assets | |||
The Company assesses the impairment of long-lived assets quarterly or when events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to expected future net cash flows generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, the carrying amount is compared to its fair value and an impairment charge is recognized to the extent of the difference. Factors that the Company considers important that could individually or in combination trigger an impairment review include the following: (1) significant underperformance relative to expected historical or projected future operating results; (2) significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business; and (3) significant changes in the Company’s business strategies and/or negative industry or economic trends. On a quarterly basis, the Company assesses whether events or changes in circumstances occur that potentially indicate that the carrying value of long-lived assets may not be recoverable. Considerable management judgment is necessary to estimate projected future operating cash flows. Accordingly, if actual results fall short of such estimates, significant future impairments could result. During each of the second quarter and first half of fiscal 2014 and 2013, the Company did not record any asset impairment charges. | |||
Goodwill and Other Intangible Assets | |||
In connection with the Merger purchase price allocation, the fair values of long-lived and intangible assets were determined based upon assumptions related to the future cash flows, discount rates and asset lives utilizing then available information, and in some cases were obtained from independent professional valuation experts. The Company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite. | |||
Goodwill and indefinite-lived intangible assets are not amortized but instead tested annually for impairment or more frequently when events or changes in circumstances indicate that the assets might be impaired. Goodwill is tested for impairment by comparing the carrying amount of the reporting unit to the fair value of the reporting unit to which the goodwill is assigned. The Company has the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step one of the goodwill impairment test). If the Company does not perform a qualitative assessment, or determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, goodwill is impaired and the loss is measured by performing step two. Under step two, the impairment loss is measured by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill. Management has determined that the Company has two reporting units, the wholesale reporting unit and the retail reporting unit. | |||
The Company performs the annual test for impairment in the fourth quarter of the fiscal year and determines fair value based on a combination of the income approach and the market approach. The income approach is based on discounted cash flows to determine fair value. The market approach uses a selection of comparable companies and transactions in determining fair value. The fair value of the trade name is also tested for impairment in the fourth quarter by comparing the carrying value to the fair value. Fair value of a trade name is determined using a relief from royalty method under the income approach, which uses projected revenue allocable to the trade name and an assumed royalty rate. | |||
Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on undiscounted cash flows, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows used in the impairment tests. | |||
During each of the second quarter and first half of fiscal 2014 and fiscal 2013, the Company did not record any impairment charges related to goodwill or other intangible assets. | |||
Derivatives | |||
The Company accounts for derivative financial instruments in accordance with authoritative guidance for derivative instrument and hedging activities. All financial instrument positions taken by the Company are intended to be used to manage risks associated with interest rate exposures. | |||
The Company’s derivative financial instruments are recorded on the balance sheet at fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income (“OCI”), based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in accumulated other comprehensive income (“AOCI”) are reclassified to earnings in the period the hedged item affects earnings. Any ineffectiveness is recognized in earnings in the period incurred. | |||
Purchase Accounting | |||
The Company’s assets and liabilities have been recorded at their estimated fair values as of the date of the Merger. The aggregate purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed, based upon an assessment of their relative fair value as of the Merger date. These estimates of fair values, the allocation of the purchase price and other factors related to the accounting for the Merger are subject to significant judgments and the use of estimates. | |||
Income Taxes | |||
The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The Company’s ability to realize deferred tax assets is assessed throughout the year and a valuation allowance is established accordingly. The Company recognizes the impact of a tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense. | |||
Stock-Based Compensation | |||
The Company accounts for stock-based payment awards based on their fair value. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. For awards classified as equity, the Company estimates the fair value for each option award as of the date of grant using the Black-Scholes option pricing model or other appropriate valuation models. The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of the stock price. Stock options are generally granted to employees at exercise prices equal to the fair market value of the stock at the dates of grant. Former executive put rights are classified as equity awards and revalued using a binomial model at each reporting period with changes in the fair value recognized as stock-based compensation expense. | |||
Revenue Recognition | |||
The Company recognizes retail sales in its retail stores at the time the customer takes possession of merchandise. All sales are net of discounts and returns and exclude sales tax. Wholesale sales are recognized in accordance with the shipping terms agreed upon on the purchase order. Wholesale sales are typically recognized free on board origin, where title and risk of loss pass to the buyer when the merchandise leaves the Company’s distribution facility. | |||
The Company has a gift card program. The Company does not charge administrative fees on gift cards and the Company’s gift cards do not have expiration dates. The Company records the sale of gift cards as a current liability and recognizes a sale when a customer redeems a gift card. The liability for outstanding gift cards is recorded in accrued expenses. The Company has not recorded any breakage income related to its gift card program. | |||
Cost of Sales | |||
Cost of sales includes the cost of inventory, freight in, inter-state warehouse transportation costs, obsolescence, spoilage, scrap and inventory shrinkage, and is net of discounts and allowances. Cash discounts for satisfying early payment terms are recognized when payment is made, and allowances and rebates based upon milestone achievements such as reaching a certain volume of purchases of a vendor’s products are included as a reduction of cost of sales when such contractual milestones are reached. In addition, the Company analyzes its inventory levels and the related cash discounts received to arrive at a value for cash discounts to be included in the inventory balance. The Company does not include purchasing, receiving, distribution, warehouse, and occupancy costs in its cost of sales. Due to this classification, the Company’s gross profit rates may not be comparable to those of other retailers that include costs related to their distribution network and occupancy in cost of sales. | |||
Operating Expenses | |||
Selling, general and administrative expenses include purchasing, receiving, inspection and warehouse costs, the costs of selling merchandise in stores (payroll and associated costs, occupancy and other store-level costs), distribution costs (payroll and associated costs, occupancy, transportation to and from stores and other distribution-related costs) and corporate costs (payroll and associated costs, occupancy, advertising, professional fees and other corporate administrative costs). | |||
Leases | |||
The Company follows the policy of capitalizing allowable expenditures that relate to the acquisition and signing of its retail store leases. These costs are amortized on a straight-line basis over the applicable lease term. | |||
The Company recognizes rent expense for operating leases on a straight-line basis (including the effect of reduced or free rent and rent escalations) over the applicable lease term. The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight-line basis is included in deferred rent. Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives are recorded as deferred rent. Deferred rent related to landlord incentives is amortized as an offset to rent expense using the straight-line method over the applicable lease term. | |||
For store closures where a lease obligation still exists, the Company records the estimated future liability associated with the rental obligation on the cease use date (when the store is closed). Liabilities are established at the cease use date for the present value of any remaining operating lease obligations, net of estimated sublease income, and at the communication date for severance and other exit costs. Key assumptions in calculating the liability include the timeframe expected to terminate lease agreements, estimates related to the sublease potential of closed locations, and estimates of other related exit costs. If actual timing and potential termination costs or realization of sublease income differ from the Company’s estimates, the resulting liabilities could vary from recorded amounts. These liabilities are reviewed periodically and adjusted when necessary. | |||
Self-Insured Workers’ Compensation Liability | |||
The Company self-insures for workers’ compensation claims in California and Texas. The Company establishes a liability for losses of both estimated known and incurred but not reported insurance claims based on reported claims and actuarial valuations of estimated future costs of known and incurred but not yet reported claims. Should an amount of claims greater than anticipated occur, the liability recorded may not be sufficient and additional workers’ compensation costs, which may be significant, could be incurred. The Company has not discounted the projected future cash outlays for the time value of money for claims and claim-related costs when establishing its workers’ compensation liability in its financial reports for September 28, 2013 and March 30, 2013. | |||
Self-Insured Health Insurance Liability | |||
During the second quarter of fiscal 2012 ended October 1, 2011 (the “second quarter of fiscal 2012”), the Company began self-insuring for a portion of its employee medical benefit claims. The liability for the self-funded portion of the Company health insurance program is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program. | |||
Pre-Opening Costs | |||
The Company expenses, as incurred, pre-opening costs such as payroll, rent and marketing related to the opening of new retail stores. | |||
Advertising | |||
The Company expenses advertising costs as incurred. Advertising expenses were $1.7 million and $1.3 million for the second quarter of fiscal 2014 and 2013, respectively. Advertising expenses were $3.1 million and $2.6 million for the first half of fiscal 2014 and 2013, respectively. | |||
Fair Value of Financial Instruments | |||
The Company’s financial instruments consist principally of cash, accounts receivable, interest rate derivatives, accounts payable, accruals, debt, and other liabilities. Cash and interest rate derivatives are measured and recorded at fair value. Accounts receivable and other receivables are financial assets with carrying values that approximate fair value. Accounts payable and other accrued expenses are financial liabilities with carrying values that approximate fair value. See Note 7 for further discussion of the fair value of debt. | |||
The Company utilizes the authoritative guidance for fair value, which includes the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value measurements reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. | |||
Comprehensive Income | |||
OCI includes unrealized gains or losses on investments and interest rate derivatives designated as cash flow hedges. |
Goodwill_and_Other_Intangibles
Goodwill and Other Intangibles | 6 Months Ended | |||||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||||
Goodwill and Other Intangibles | ' | |||||||||||||||||||||||
Goodwill and Other Intangibles | ' | |||||||||||||||||||||||
2. Goodwill and Other Intangibles | ||||||||||||||||||||||||
As a result of the Merger, the Company recognized goodwill, and other intangible assets and liabilities. The following tables set forth the value of the goodwill and other intangible assets and liabilities, and unfavorable leases, respectively, each as of September 28, 2013 and March 30, 2013 (in thousands): | ||||||||||||||||||||||||
As of September 28, 2013 | As of March 30, 2013 | |||||||||||||||||||||||
Remaining | Gross | Accumulated | Net | Remaining | Gross | Accumulated | Net | |||||||||||||||||
Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | |||||||||||||||||
Life | Amount | Amount | Life | Amount | Amount | |||||||||||||||||||
(Years) | (Years) | |||||||||||||||||||||||
Indefinite lived intangible assets: | ||||||||||||||||||||||||
Goodwill | $ | 479,745 | $ | — | $ | 479,745 | $ | 479,745 | $ | — | $ | 479,745 | ||||||||||||
Trade name | 410,000 | — | 410,000 | 410,000 | — | 410,000 | ||||||||||||||||||
Total indefinite lived intangible assets | $ | 889,745 | $ | — | $ | 889,745 | $ | 889,745 | $ | — | $ | 889,745 | ||||||||||||
Finite lived intangible assets: | ||||||||||||||||||||||||
Trademarks | 18 | $ | 2,000 | $ | (171 | ) | $ | 1,829 | 19 | $ | 2,000 | $ | (121 | ) | $ | 1,879 | ||||||||
Bargain Wholesale customer relationships | 10 | 20,000 | (2,853 | ) | 17,147 | 11 | 20,000 | (2,019 | ) | 17,981 | ||||||||||||||
Favorable leases | 1 to 15 | 46,723 | (7,377 | ) | 39,346 | 1 to 16 | 46,723 | (5,224 | ) | 41,499 | ||||||||||||||
Total finite lived intangible assets | 68,723 | (10,401 | ) | 58,322 | 68,723 | (7,364 | ) | 61,359 | ||||||||||||||||
Total goodwill and other intangible assets | $ | 958,468 | $ | (10,401 | ) | $ | 948,067 | $ | 958,468 | $ | (7,364 | ) | $ | 951,104 | ||||||||||
As of September 28, 2013 | As of March 30, 2013 | |||||||||||||||||||||||
Remaining | Gross | Accumulated | Net | Remaining | Gross | Accumulated | Net | |||||||||||||||||
Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | |||||||||||||||||
Life | Amount | Amount | Life | Amount | Amount | |||||||||||||||||||
(Years) | (Years) | |||||||||||||||||||||||
Unfavorable leases | 1 to 16 | $ | 19,835 | $ | (6,913 | ) | $ | 12,922 | 1 to 17 | $ | 19,835 | $ | (5,002 | ) | $ | 14,833 |
Property_and_Equipment_net
Property and Equipment, net | 6 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Property and Equipment, net | ' | |||||||
Property and Equipment, net | ' | |||||||
3. Property and Equipment, net | ||||||||
The following table provides details of property and equipment (in thousands): | ||||||||
September 28, 2013 | March 30, 2013 | |||||||
Land | $ | 160,446 | $ | 160,446 | ||||
Buildings | 90,466 | 90,466 | ||||||
Buildings improvements | 66,450 | 64,429 | ||||||
Leasehold improvements | 124,027 | 112,779 | ||||||
Fixtures and equipment | 84,471 | 76,831 | ||||||
Transportation equipment | 9,745 | 7,497 | ||||||
Construction in progress | 43,193 | 30,949 | ||||||
Total property and equipment | 578,798 | 543,397 | ||||||
Less: accumulated depreciation and amortization | (97,322 | ) | (67,346 | ) | ||||
Property and equipment, net | $ | 481,476 | $ | 476,051 |
Comprehensive_Income
Comprehensive Income | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Comprehensive Income | ' | |||||||||||||
Comprehensive Income | ' | |||||||||||||
4. Comprehensive Income | ||||||||||||||
The following table sets forth the calculation of comprehensive income (loss), net of tax effects for the periods indicated (in thousands): | ||||||||||||||
For the Second Quarter Ended | For the First Half Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net income (loss) | $ | 5,467 | $ | 210 | $ | 8,631 | $ | (4,681 | ) | |||||
Unrealized holding gains on marketable securities, net of tax effects of $0, $3, $0 and $3 for the second quarter and first half of fiscal 2014 and 2013, respectively | — | 4 | — | 4 | ||||||||||
Unrealized (losses) gain on interest rate cash flow hedge, net of tax effects of $(222), $(315) $91 and $(678) for the second quarter and first half of fiscal 2014 and 2013, respectively | (332 | ) | (473 | ) | 137 | (1,017 | ) | |||||||
Reclassification adjustment, net of tax effects of $0, $0 ,$0 and $(3) for the second quarter and first half of fiscal 2014 and 2013, respectively | — | — | — | (5 | ) | |||||||||
Total unrealized (losses) gains, net | (332 | ) | (469 | ) | 137 | (1,018 | ) | |||||||
Total comprehensive income (loss) | $ | 5,135 | $ | (259 | ) | $ | 8,768 | $ | (5,699 | ) | ||||
Amounts in accumulated other comprehensive loss as September 28, 2013 and March 30, 2013 consisted of unrealized losses on interest rate cash flow hedge. There were no reclassifications out of AOCI in the second quarter and first half of fiscal 2014. |
Debt
Debt | 6 Months Ended | |||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||
Debt | ' | |||||||||||||||||||
Debt | ' | |||||||||||||||||||
5. Debt | ||||||||||||||||||||
Short and long-term debt consists of the following (in thousands): | ||||||||||||||||||||
September 28, | March 30, | |||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
ABL Facility agreement, maturing January 13, 2017, with available borrowing up to $175,000, interest due quarterly, with unpaid principal and accrued interest due January 13, 2017 | $ | — | $ | — | ||||||||||||||||
First Lien Term Loan Facility agreement, maturing on January 13, 2019, payable in quarterly installments of $1,309, plus interest, commencing March 31, 2012 through December 31, 2019, with unpaid principal and accrued interest due January 13, 2019, net of unamortized OID of $9,362 and $10,126 as of September 28, 2013 and March 30, 2013, respectively | 504,450 | 508,325 | ||||||||||||||||||
Senior Notes (unsecured) maturing December 15, 2019, unpaid principal and accrued interest due on December 15, 2019 | 250,000 | 250,000 | ||||||||||||||||||
Total long-term debt | 754,450 | 758,325 | ||||||||||||||||||
Less: current portion of long-term debt | 3,216 | 8,567 | ||||||||||||||||||
Long-term debt, net of current portion | $ | 751,234 | $ | 749,758 | ||||||||||||||||
As of September 28, 2013 and March 30, 2013, the deferred financing costs are as follows (in thousands): | ||||||||||||||||||||
September 28, 2013 | March 30, 2013 | |||||||||||||||||||
Deferred financing costs | Gross Carrying | Accumulated | Net | Gross Carrying | Accumulated | Net | ||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||
ABL Facility | $ | 3,078 | $ | (1,053 | ) | $ | 2,025 | $ | 3,078 | $ | (746 | ) | $ | 2,332 | ||||||
First Lien Term Loan Facility | 9,308 | (1,793 | ) | 7,515 | 9,308 | (1,179 | ) | 8,129 | ||||||||||||
Senior Notes | 11,761 | (1,733 | ) | 10,028 | 11,761 | (1,206 | ) | 10,555 | ||||||||||||
Total deferred financing costs | $ | 24,147 | $ | (4,579 | ) | $ | 19,568 | $ | 24,147 | $ | (3,131 | ) | $ | 21,016 | ||||||
On January 13, 2012, in connection with the Merger, the Company obtained Credit Facilities (as defined below) provided by a syndicate of lenders arranged by Royal Bank of Canada as administrative agent, as well as other agents and lenders that are parties to these Credit Facilities. The Credit Facilities include (a) $175 million in commitments under the first lien based revolving credit facility (as amended, “ABL Facility”), and (b) $525 million in aggregate principal amount under the first lien term loan facility (as amended, “First Lien Term Loan Facility” and together with the ABL Facility, the “Credit Facilities”). | ||||||||||||||||||||
First Lien Term Loan Facility | ||||||||||||||||||||
As of September 28, 2013, the First Lien Term Loan Facility provided for $525 million of borrowings (which may be increased by up to $150.0 million in certain circumstances). All obligations under the First Lien Term Loan Facility are guaranteed by Parent and the Company’s direct wholly owned subsidiary, 99 Cents Only Stores Texas, Inc. (“99 Cents Texas” and together with Parent, the “Credit Facilities Guarantors”). In addition, the First Lien Term Loan Facility is secured by pledges of certain of the Company’s equity interests and the equity interests of the Credit Facilities Guarantors. | ||||||||||||||||||||
As of September 28, 2013, the Company was required to make scheduled quarterly payments each equal to 0.25% of the original principal amount of the term loan (approximately $1.3 million), with the balance due on the maturity date, January 13, 2019. Borrowings under the First Lien Term Loan Facility bear interest at an annual rate equal to an applicable margin plus, at the Company’s option, (A) a Base Rate determined by reference to the highest of (a) the interest rate in effect determined by the administrative agent as “Prime Rate” (3.25% as of September 28, 2013), (b) the federal funds effective rate plus 0.50% and (c) an adjusted Eurocurrency rate for one month (determined by reference to the greater of the Eurocurrency rate for the interest period multiplied by the Statutory Reserve Rate or 1.50% per annum) plus 1.00%, or (B) an Adjusted Eurocurrency Rate. | ||||||||||||||||||||
On April 4, 2012, the Company amended the terms of the existing seven-year $525 million First Lien Term Loan Facility, and incurred refinancing costs of $11.2 million. The amendment, among other things, decreased the applicable margin from the London Interbank Offered Rate (“LIBOR”) plus 5.50% (or Base Rate plus 4.50%) to LIBOR plus 4.00% (or Base Rate plus 3.00%) and decreased the LIBOR floor from 1.50% to 1.25%. The maximum capital expenditures covenant in the First Lien Term Loan Facility was also amended to permit an additional $5 million in capital expenditures each year throughout the term of the First Lien Term Loan Facility. | ||||||||||||||||||||
The Company determined that a portion of the refinancing transaction should be accounted for as debt extinguishment. In accordance with applicable guidance for debt modification and extinguishment, the Company recognized a $16.3 million loss on debt extinguishment related to a portion of the unamortized debt issuance costs, unamortized original issue discount (“OID”) and refinancing costs incurred in connection with the amendment for the portion of the First Lien Term Loan Facility that was extinguished. The Company recorded $0.3 million as deferred debt issuance costs and $5.9 million as OID in connection with the amendment. | ||||||||||||||||||||
As of September 28, 2013, $1.7 million of the amount outstanding under the First Lien Term facility bore an interest charge of 6.25% (3.25% Prime Rate, plus the margin of 3.00%), while the interest rate charged on the remainder of First Lien Term Loan Facility was 5.25% (1.25% Eurocurrency rate, plus the Eurocurrency loan margin of 4.00%). As of September 28, 2013, the amount outstanding under the First Lien Term Loan Facility was $504.4 million. | ||||||||||||||||||||
Following the end of each fiscal year, the Company is required to prepay the First Lien Term Loan Facility in an amount equal to 50% of Excess Cash Flow (as defined in the First Lien Term Loan Facility agreement and with stepdowns to 25% and 0% based on achievement of specified total leverage ratios), minus the amount of certain voluntary prepayments of the First Lien Term Loan Facility and/or the ABL Facility during such fiscal year. The Excess Cash Flow required payment for fiscal 2013 was $3.3 million and was made in July 2013. | ||||||||||||||||||||
The First Lien Term Loan Facility includes restrictions on the Company’s ability and the ability of Parent and certain of the Company’s subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, the Company’s capital stock, make certain acquisitions or investments, materially change the Company’s business, incur or permit to exist certain liens, enter into transactions with affiliates or sell its assets to and make capital expenditures or merge or consolidate with or into, another company. As of March 30, 2013, the Company was in compliance with the terms of the First Lien Term Loan Facility. In June 2013, the Company failed to comply with the covenant that required delivery of audited financial statements for the fiscal year ended March 30, 2013 within 90 days of the completion of fiscal 2013 as required under the First Lien Term Loan Facility. Prior to the expiration of the applicable 30-day grace period under the First Lien Term Loan Facility, the Company delivered the required financial statements. As of September 28, 2013, the Company is in compliance with the applicable reporting obligations and other terms of the First Lien Term Loan Facility. | ||||||||||||||||||||
On October 8, 2013, the Company completed a repricing of its First Lien Term Loan Facility, borrowed $100 million of incremental term loans under that facility and amended certain other provisions thereto. See Note 16 for more information regarding the amendment to the First Lien Term Loan Facility. | ||||||||||||||||||||
During the first quarter of fiscal 2013, the Company entered into an interest rate cap agreement. The interest rate cap agreement limits the Company’s interest exposure on a notional value of $261.8 million to 3.00% plus an applicable margin of 4.00%. The term of the interest rate cap is from May 29, 2012 to November 29, 2013. The Company paid fees of $0.05 million to enter into the interest rate cap agreement. | ||||||||||||||||||||
In addition, during the first quarter of fiscal 2013, the Company entered into an interest rate swap agreement to limit the variability of cash flows associated with interest payments on the First Lien Term Loan Facility that result from fluctuations in the LIBOR rate. The swap limits the Company’s interest exposure on a notional value of $261.8 million to 1.36% plus an applicable margin of 4.00%. The term of the swap is from November 29, 2013 through May 31, 2016. The fair value of the swap on the trade date was zero as the Company neither paid nor received any value to enter into the swap, which was entered into at market rates. The fair value of the swap at September 28, 2013 was a liability of $2.3 million. See Note 6 for more information on the Company’s interest rate cap and interest rate swap agreements. | ||||||||||||||||||||
ABL Facility | ||||||||||||||||||||
The ABL Facility provides for up to $175.0 million of borrowings (which may be increased by up to $50.0 million in certain circumstances), subject to certain borrowing base limitations. All obligations under the ABL Facility are guaranteed by the Company, Parent and 99 Cents Texas (collectively, the “ABL Guarantors”). The ABL Facility is secured by substantially all of the Company’s assets and the assets of the ABL Guarantors. | ||||||||||||||||||||
Borrowings under the ABL Facility bear interest for an initial period until June 30, 2012 at an applicable margin plus, at the Company’s option, a fluctuating rate equal to (A) the highest of (a) Federal Funds Rate plus 0.50%, (b) rate of interest in effect determined by the administrative agent as “Prime Rate” (3.25% at the date of the Merger), and (c) Adjusted Eurocurrency Rate (determined to be the LIBOR rate multiplied by the Statutory Reserve Rate) for an Interest Period of one (1) month plus 1.00% or (B) the Adjusted Eurocurrency Rate. The interest rate charged on borrowings under the ABL Facility from the date of the Merger until June 30, 2012 was 4.25% (the base rate (prime rate at 3.25%) plus the applicable margin of 1.00%). Thereafter, borrowings under the ABL Facility will have variable pricing and will be based, at the Company’s option, on (a) LIBOR plus an applicable margin to be determined (1.75% as of September 28, 2013) or (b) the determined base rate (prime rate) plus an applicable margin to be determined (0.75% at September 28, 2013), in each case based on a pricing grid depending on average daily excess availability for the most recently ended quarter. | ||||||||||||||||||||
In addition to paying interest on outstanding principal under the Credit Facilities, the Company was required to pay a commitment fee to the lenders under the ABL Facility on unused commitments at a rate of 0.375% for the period from the date of the Merger until June 30, 2012. Thereafter, the commitment fee will be adjusted at the beginning of each quarter based upon the average historical excess availability of the prior quarter (0.50% for the quarter ended September 28, 2013). The Company must also pay customary letter of credit fees and agency fees. | ||||||||||||||||||||
As of September 28, 2013 and March 30, 2013, the Company had no outstanding borrowings under the ABL Facility, outstanding letters of credit were $1.6 million, and availability under the ABL Facility subject to the borrowing base, was $133.9 million as of September 28, 2013. | ||||||||||||||||||||
The ABL Facility includes restrictions on the Company’s ability, and the ability of the Parent and certain of the Company’s subsidiaries to, incur or guarantee additional indebtedness, pay dividends on, or redeem or repurchase, its capital stock, make certain acquisitions or investments, materially change its business, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, make capital expenditures or merge or consolidate with or into, another company. The ABL Facility was amended on April 4, 2012 to permit an additional $5 million in capital expenditures for each year during the term of the ABL Facility. As of March 30, 2013, the Company was in compliance with the terms of the ABL Facility. In June 2013, the Company failed to comply with the covenant that required delivery of audited financial statements for the fiscal year ended March 30, 2013 within 90 days of the completion of fiscal 2013 as required under the in the ABL Facility. Prior to the expiration of the applicable 30-day grace period under the ABL Facility, the Company delivered the required financial statements. As of September 28, 2013, the Company is in compliance with the applicable reporting obligations and other terms of the ABL Facility. | ||||||||||||||||||||
The ABL Facility was amended on October 8, 2013. See Note 16 for information regarding the amendment to the ABL Facility. | ||||||||||||||||||||
Senior Notes | ||||||||||||||||||||
On December 29, 2011, the Company issued $250 million aggregate principal amount of 11% Senior Notes that mature on December 15, 2019 (the “Senior Notes”). The Senior Notes are guaranteed by 99 Cents Texas (the “Senior Notes Guarantor”). | ||||||||||||||||||||
In connection with the issuance of the Senior Notes, the Company entered into a registration rights agreement that required the Company to file an exchange offer registration statement, enabling holders to exchange the Senior Notes for registered notes with terms identical in all material respects to the terms of the Senior Notes, except the registered notes would be freely tradable. The exchange offer was closed on November 7, 2012. | ||||||||||||||||||||
Pursuant to the terms of the indenture governing the Senior Notes (the “Indenture”), the Company may redeem all or a part of the Senior Notes at certain redemption prices applicable based on the date of redemption. | ||||||||||||||||||||
The Senior Notes are (i) equal in right of payment with all of the Company’s and the Senior Notes Guarantor’s existing and future senior indebtedness; (ii) effectively junior to the Company’s and the Senior Notes Guarantor’s existing and future secured indebtedness, to the extent of the value of the interest of the holders of that secured indebtedness in the assets securing such indebtedness; (iii) unconditionally guaranteed on a senior unsecured unsubordinated basis by the Senior Notes Guarantor; and (iv) junior to the indebtedness or other liabilities of the Company’s subsidiaries that are not guarantors. The Company is not required to make any mandatory redemptions or sinking fund payments, and may at any time or from time to time purchase notes in the open market. | ||||||||||||||||||||
The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness, create or incur certain liens, pay dividends or make other restricted payments, incur restrictions on the payment of dividends or other distributions from its restricted subsidiaries, make certain investments, transfer or sell assets, engage in transactions with affiliates, or merge or consolidate with other companies or transfer all or substantially all of its assets. | ||||||||||||||||||||
As of September 28, 2013, the Company was in compliance with the terms of the Indenture. | ||||||||||||||||||||
The significant components of interest expense are as follows (in thousands): | ||||||||||||||||||||
For the Second Quarter Ended | For the First Half Ended | |||||||||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
First lien term loan facility | $ | 7,033 | $ | 7,299 | $ | 13,591 | $ | 14,753 | ||||||||||||
ABL facility | 224 | 221 | 449 | 383 | ||||||||||||||||
Senior notes | 6,799 | 6,951 | 13,597 | 13,903 | ||||||||||||||||
Amortization of deferred financing costs and OID | 1,111 | 1,059 | 2,212 | 2,059 | ||||||||||||||||
Other interest expense | 7 | 7 | 13 | 16 | ||||||||||||||||
Interest expense | $ | 15,174 | $ | 15,537 | $ | 29,862 | $ | 31,114 |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||
Derivative Financial Instruments | ' | |||||||||||||
6. Derivative Financial Instruments | ||||||||||||||
The Company entered into derivative instruments for risk management purposes and uses these derivatives to manage exposure to fluctuation in interest rates. | ||||||||||||||
Interest Rate Cap | ||||||||||||||
In May 2012, the Company entered into an interest rate cap agreement for an aggregate notional amount of $261.8 million in order to hedge the variability of cash flows related to a portion of the Company’s floating rate indebtedness. The cap agreement, effective in May 2012, hedges a portion of contractual floating rate interest commitments through the expiration of the agreement in November 2013. Pursuant to the agreement, the Company has capped LIBOR at 3.00% plus an applicable margin of 4.00% with respect to the aggregate notional amount of $261.8 million. In the event LIBOR exceeds 3.00% the Company will pay interest at the capped rate. In the event LIBOR is less than 3.00%, the Company will pay interest at the prevailing LIBOR rate. In the first half of each of fiscal 2014 and 2013, the Company paid interest at the prevailing LIBOR rate. | ||||||||||||||
The interest rate cap agreement has not been designated as a hedge for financial reporting purposes. Gains and losses on derivative instruments not designated as hedges are recorded directly in earnings. | ||||||||||||||
Interest Rate Swap | ||||||||||||||
In May 2012, the Company entered into a floating-to-fixed interest rate swap agreement for an initial aggregate notional amount of $261.8 million to limit exposure to interest rate increases related to a portion of the Company’s floating rate indebtedness once the Company’s interest rate cap agreement expires. The swap agreement, effective November 2013, will hedge a portion of contractual floating rate interest commitments through the expiration of the agreements in May 2016. As a result of the agreement, the Company’s effective fixed interest rate on the notional amount of floating rate indebtedness will be 1.36% plus an applicable margin of 4.00%. | ||||||||||||||
The Company designated the interest rate swap agreement as a cash flow hedge. The interest rate swap agreement is highly correlated to the changes in interest rates to which the Company is exposed. Unrealized gains and losses on the interest rate swap are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of AOCI or loss, while the ineffective portion of such gains or losses is recorded as a component of interest expense. Future realized gains and losses in connection with each required interest payment will be reclassified from AOCI or loss to interest expense. | ||||||||||||||
Fair Value | ||||||||||||||
The fair values of the interest rate cap and swap agreements are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves (Level 2, as defined in Note 7). | ||||||||||||||
A summary of the recorded amounts included in the consolidated balance sheets is as follows (in thousands): | ||||||||||||||
September 28, | March 30, | |||||||||||||
2013 | 2013 | |||||||||||||
Derivatives designated as cash flow hedging instruments | ||||||||||||||
Interest rate swap (included in other current liabilities) | $ | 1,187 | $ | 381 | ||||||||||
Interest rate swap (included in other liabilities) | $ | 1,110 | $ | 2,249 | ||||||||||
Accumulated other comprehensive loss, net of tax (included in shareholders’ equity) | $ | 1,115 | $ | 1,252 | ||||||||||
A summary of recorded amounts included in the unaudited consolidated statements of comprehensive income (loss) is as follows (in thousands): | ||||||||||||||
For the Second Quarter Ended | For the First Half Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Derivatives designated as cash flow hedging instruments: | ||||||||||||||
Loss (gain) related to effective portion of derivative recognized in OCI | $ | 332 | $ | 473 | $ | (137 | ) | $ | 1,017 | |||||
Loss (gain) related to ineffective portion of derivative recognized in interest expense | $ | 208 | $ | 366 | $ | (114 | ) | $ | 642 | |||||
Derivatives not designated as hedging instruments: | ||||||||||||||
Loss recognized in other expense | $ | — | $ | 3 | $ | — | $ | 23 |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
7. Fair Value of Financial Instruments | ||||||||||||||
The Company complies with authoritative guidance for fair value measurement and disclosures which establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: | ||||||||||||||
Level 1: Defined as observable inputs such as quoted prices in active markets for identical assets or liabilities. | ||||||||||||||
Level 2: Defined as observable inputs other than Level 1 prices. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||
Level 3: Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||||||||||||||
The Company utilizes the best available information in measuring fair value. The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of September 28, 2013 (in thousands): | ||||||||||||||
September 28, 2013 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
ASSETS | ||||||||||||||
Other assets — assets that fund deferred compensation | $ | 1,070 | $ | 1,070 | $ | — | $ | — | ||||||
LIABILITES | ||||||||||||||
Other current liabilities — interest rate swap | $ | 1,187 | $ | — | $ | 1,187 | $ | — | ||||||
Other long-term liabilities — interest rate swap | $ | 1,100 | $ | — | $ | 1,100 | $ | — | ||||||
Other long-term liabilities — deferred compensation | $ | 1,070 | $ | 1,070 | $ | — | $ | — | ||||||
Level 1 measurements include $1.1 million of deferred compensation assets that fund the liabilities related to the Company’s deferred compensation, including investments in trust funds. The fair values of these funds are based on quoted market prices in an active market. | ||||||||||||||
Level 2 measurements include interest rate swap agreements estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. | ||||||||||||||
There were no Level 3 assets or liabilities as of September 28, 2013. | ||||||||||||||
The Company did not have any transfers of investments in and out of Levels 1 and 2 during the second quarter and the first half of fiscal 2014. | ||||||||||||||
The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of March 30, 2013 (in thousands): | ||||||||||||||
March 30, 2013 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
ASSETS | ||||||||||||||
Other assets — assets that fund deferred compensation | $ | 1,153 | $ | 1,153 | $ | — | $ | — | ||||||
LIABILITES | ||||||||||||||
Other current liabilities — interest rate swap | $ | 381 | $ | — | $ | 381 | $ | — | ||||||
Other long-term liabilities — interest rate swap | $ | 2,249 | $ | — | $ | 2,249 | $ | — | ||||||
Other long-term liabilities — deferred compensation | $ | 1,153 | $ | 1,153 | $ | — | $ | — | ||||||
Level 1 measurements include $1.2 million of deferred compensation assets that fund the liabilities related to the Company’s deferred compensation, including investments in trust funds. The fair values of these funds are based on quoted market prices in an active market. | ||||||||||||||
Level 2 measurements include interest rate swap agreement estimated using industry standard valuation models using market-based observable inputs, including interest rate curves. | ||||||||||||||
There were no Level 3 assets or liabilities as of March 30, 2013. | ||||||||||||||
In connection with the Merger, the Company entered into the Credit Facilities, including the ABL Facility of $175 million and the First Lien Term Loan Facility of $525 million, and also issued $250 million of the Senior Notes with a coupon rate of 11% in a private placement. The outstanding debt under the Credit Facilities and the Senior Notes is recorded in the financial statements at historical cost, net of applicable unamortized discounts. | ||||||||||||||
The Credit Facilities are tied directly to market rates and fluctuate as market rates change; as a result, the carrying value of the Credit Facilities approximates fair value as of September 28, 2013. | ||||||||||||||
The fair value of the Senior Notes was estimated at $281.9 million, or $31.9 million greater than the carrying value, as of September 28, 2013, based on quoted market prices of the debt (Level 1 inputs). The fair value of the Senior Notes was estimated at $288.1 million, or $38.1 million greater than the carrying value, as of March 30, 2013, based on quoted market prices of the debt (Level 1 inputs). | ||||||||||||||
See Note 5 for more information on the Company’s debt. |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation | ' | ||||||||
8. Stock-Based Compensation | |||||||||
Number Holdings, Inc. 2012 Equity Incentive Plan | |||||||||
On February 27, 2012, the board of directors of Parent adopted the Number Holdings, Inc. 2012 Stock Incentive Plan (the “2012 Plan”), which authorizes equity awards to be granted for up to 74,603 shares of Class A common stock, par value $0.001 per share, of Parent (the “Class A Common Stock”) and 74,603 shares of Class B common stock, par value $0.001 per share, of Parent (the “Class B Common Stock”). On September 27, 2013, the 2012 Plan was amended to increase the aggregate number of shares available under the 2012 Plan to 85,000 shares. As of September 28, 2013, options for 57,893 shares of each Class were issued to certain members of management with an aggregate exercise price of $1,000 for one share of Class A Common Stock and for one share of Class B Common Stock, together. Options become exercisable over the five year service period and have terms of ten years from date of the grant. Options upon vesting may be exercised only for units consisting of an equal number of Class A Common Stock and Class B Common Stock. Class B Common Stock has de minimis economic rights and the right to vote solely for election of directors. | |||||||||
Share repurchase rights | |||||||||
Under the 2012 Plan’s standard form of option award agreement, Parent has a right to repurchase from the participant all or a portion of (i) Class A and Class B Common Stock of Parent issued upon the exercise of the options awarded to a participant and (ii) fully vested but unexercised options. The repurchase price for the shares of Class A and Class B Common Stock of Parent is the fair market value of such shares as of the date of such termination, and, for the fully vested but unexercised options, the repurchase price is the difference between the fair market value of the Class A and Class B Common Stock of Parent as of the date of termination of employment and the exercise price of the option. However, upon (i) a termination of employment for cause, (ii) a voluntary resignation without good reason, or (iii) upon discovery that the participant engaged in detrimental activity, the repurchase price is the lesser of the exercise price paid by the participant to exercise the option or the fair market value of the Class A and Class B Common Stock of Parent. If Parent elects to exercise its repurchase right for any shares acquired pursuant to the exercise of an option, it must do so no later than 180 days after the date of participant’s termination of employment, or (ii) for any unexercised option no later than 90 days from the latest date that an option can be exercised. All of the options that the Company has granted to its executive officers and employees (with the exception of options granted to Rollover Investors that contain no repurchase rights and certain directors that contain less restrictive repurchase rights) contain such repurchase rights. There were 24,515 options outstanding as of September 28, 2013 subject to such repurchase rights. In accordance with accounting guidance, the Company has not recorded any stock-based compensation expense for these grants. For all other options, fair value of the option awards is recognized as compensation expense on a straight line basis over the requisite service period of the award, and is included in operating expenses. | |||||||||
Former Executive Put Rights | |||||||||
Pursuant to the employment agreements between the Company and Messrs. Eric Schiffer, Jeff Gold and Howard Gold, in connection with their separation from the Company, for a period of one year following such separation, each executive has a right to require Parent to repurchase the shares of Class A and Class B Common Stock owned by such executive (a “put right”) at the greater of (i) $1,000 per combined share of Class A and Class B Common Stock less any distributions made with respect to such shares and (ii) the fair market value of such shares as of the date the executive exercises the put right. The put right applies to the lesser of (i) 20,000 shares of each of Class A and Class B Common Stock and (ii) $12.5 million in value (unless Parent agrees to purchase a higher value). If exercising the put right is prohibited (e.g., under the First Lien Term Loan Credit Facility, the ABL Facility and the Indenture), then the put right is extended up to three additional years until Parent is no longer prohibited from repurchasing the shares. If, during the four years following termination, Parent is at no time able to make the required payments, the put right expires and is deemed unexercised. For payout after the first year, the put right is only at the fair market value as of the date the exercising the put right. | |||||||||
On January 23, 2013, Eric Schiffer, Jeff Gold and Howard Gold separated from their positions as Chief Executive Officer, Chief Administrative Officer and Executive Vice President of Special Projects, respectively, of the Company and Parent, and as directors of the Company and Parent. As such, for a period of one year from January 23, 2013, each executive may exercise the put right as described above. The fair value of these put rights was estimated using a binomial model to be $1.2 million and $6.5 million as of September 28, 2013 and March 30, 2013, respectively. Changes in the fair value for these put rights have been included in operating expenses. Subsequent to September 28, 2013, these put rights terminated as a result of the Gold-Schiffer Purchase. See Notes 9 and 16 for more information regarding the Gold-Schiffer Purchase. | |||||||||
Accounting for stock-based compensation | |||||||||
Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. At the grant date, the Company estimates an amount of forfeitures that will occur prior to vesting. During the second quarter and the first half of fiscal 2014, as a result of a decrease in the fair value of former executive put rights, the Company recorded negative stock-based compensation expense of $(3.7) million and $(5.3) million, respectively. During the second quarter and the first half of fiscal 2013, the Company incurred stock-based compensation expense of $0.8 million and $1.6 million, respectively. There was no stock-based compensation expense for former executive put rights in the second quarter and first half of fiscal 2013. | |||||||||
The fair value of stock options was estimated at the date of grant using the Black-Scholes pricing model with the following assumptions: | |||||||||
For the First Half Ended | |||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Weighted-average fair value of options granted | $ | 357.07 | $ | 374.29 | |||||
Risk free interest rate | 1.51 | % | 0.72 | % | |||||
Expected life (in years) | 6.5 | 6.32 | |||||||
Expected stock price volatility | 33.83 | % | 37.9 | % | |||||
Expected dividend yield | None | None | |||||||
The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant with an equivalent remaining term. Expected life represents the estimated period of time until exercise and is calculated by using “simplified method.” Expected stock price volatility is based on average historical volatility of stock prices of companies in a peer group analysis. The Company currently does not anticipate the payment of any cash dividends. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated based on the Company’s historical experience and future expectations. | |||||||||
As of September 28, 2013, there were $7.2 million of total unrecognized compensation costs related to non-vested options and options subject to repurchase rights for which no compensation has been recorded. | |||||||||
The following summarizes stock option activity in the first half of fiscal 2014: | |||||||||
Number of | Weighted Average | Weighted Average | |||||||
Shares | Exercise Price | Remaining | |||||||
Contractual Life | |||||||||
(Years) | |||||||||
Options outstanding at the beginning of the period | 55,279 | $ | 1,000 | ||||||
Granted | 3,670 | $ | 1,000 | ||||||
Exercised | — | $ | — | ||||||
Cancelled | (1,056 | ) | $ | 1,000 | |||||
Outstanding at the end of the period | 57,893 | $ | 1,000 | 4.4 | |||||
Exercisable at the end of the period | 38,661 | $ | 1,000 | 2.3 | |||||
Exercisable and expected to vest at the end of the period | 55,455 | $ | 1,000 | 4.3 | |||||
The following table summarizes the stock awards available for grant under the 2012 Plan: | |||||||||
Number of Shares | |||||||||
Available for grant as of March 30, 2013 | 19,324 | ||||||||
Authorized | 10,397 | ||||||||
Granted | (3,670 | ) | |||||||
Cancelled | 1,056 | ||||||||
Available for grant at September 28, 2013 | 27,107 |
RelatedParty_Transactions
Related-Party Transactions | 6 Months Ended |
Sep. 28, 2013 | |
Related-Party Transactions | ' |
Related-Party Transactions | ' |
9. Related-Party Transactions | |
On October 15, 2013, Parent and the Company entered into an agreement with certain former members of the Company’s management, Eric Schiffer, Jeff Gold and Howard Gold (who was a director of Parent and the Company at the date of the agreement), and Karen Schiffer, Sherry Gold and The Gold Revocable Trust dated October 26, 2005 (collectively, the “Sellers”), pursuant to which (a)(i) Parent purchased from each Seller all of the shares of Class A Common Stock and Class B Common Stock, owned by such Seller and (ii) all of the options to purchase shares of Class A Common Stock and Class B Common Stock held by such Seller were cancelled and forfeited, for aggregate consideration of approximately $129.7 million (the “Gold-Schiffer Purchase”) and (b) the Company agreed to certain amendments to the Non-Competition, Non-Solicitation and Confidentiality Agreements and the Separation and Release Agreements with the Sellers who were former management. The Gold-Schiffer Purchase was completed on October 21, 2013. Prior to completion of the transaction, Howard Gold resigned from the board of directors of Parent and the Company. See Note 16 for more information regarding the Gold-Schiffer Purchase. |
Income_Taxes
Income Taxes | 6 Months Ended |
Sep. 28, 2013 | |
Income Taxes | ' |
Income Taxes | ' |
10. Income Taxes | |
During the first quarter of fiscal 2014, the California legislature passed draft bills, which effectively eliminated the Enterprise Zone hiring credits after December 31, 2013. The effect of these bills restricts the generation of the California Enterprise Zone (“EZ”) hiring credits for fiscal 2014 to nine months for the Company as compared to a full year in prior fiscal years, and the carryforward period to ten years from a previous indefinite life. During the second quarter of fiscal 2014, the legislation was signed into law. As a result, the Company will no longer be adding to its existing EZ credit carryforwards after the current tax year. Rather, the Company will be able to utilize its EZ credit carryforwards in subsequent taxable years. As a result of the law change, the Company released the valuation allowance associated with its $11.6 million California EZ credit carryforwards as a discrete item in the second quarter of fiscal 2014, which benefited the income tax provision by $7.5 million. | |
The effective income tax rate for the first half of fiscal 2014 was 472.9% compared to a rate of 35.5% for the first half of fiscal 2013. The change in the effective tax rate is primarily due to the release of the valuation allowance of EZ credit carryforwards, which was recognized as a discrete item during the second quarter of fiscal 2014. | |
The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of September 28, 2013, the Company has not accrued any interest and penalties related to uncertain tax positions. | |
The Company files income tax returns in the U.S. federal jurisdiction and in various states. The Company is subject to examinations by the major tax jurisdictions in which it files for the tax years 2008 forward. The federal tax return for the period ended March 27, 2010 was examined by the Internal Revenue Service resulting in no changes to the reported tax. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 28, 2013 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
11. Commitments and Contingencies | |
Credit Facilities | |
The Credit Facilities and commitments are discussed in detail in Note 5. | |
Workers’ Compensation | |
The Company self-insures its workers’ compensation claims in California and Texas and provides for losses of estimated known and incurred but not reported insurance claims. The Company does not discount the projected future cash outlays for the time value of money for claims and claim related costs when establishing its workers’ compensation liability. | |
As of September 28, 2013 and March 30, 2013, the Company had recorded a liability $37.1 million and $39.4 million, respectively, for estimated workers’ compensation claims in California. The Company has limited self-insurance exposure in Texas and had recorded a liability of less than $0.1 million as of September 28, 2013 and March 30, 2013 for workers’ compensation claims in Texas. The Company purchases workers’ compensation insurance coverage in Arizona and Nevada. | |
Self-Insured Health Insurance Liability | |
During the second quarter of fiscal 2012, the Company began self-insuring for a portion of its employee medical benefit claims. As of September 28, 2013 and March 30, 2013, the Company had recorded a liability of $0.5 million for estimated health insurance claims. The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program. | |
Legal Matters | |
Wage and Hour Matters | |
Thomas Allen v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles. Plaintiff, a former store manager for the Company, filed this action on March 18, 2011. He asserted claims on behalf of himself and all others allegedly similarly situated under the California Labor Code for alleged failure to pay overtime, failure to provide meal and rest periods, failure to pay wages timely upon termination, and failure to provide accurate wage statements. Mr. Allen also asserted a derivative claim for unfair competition under the California Business and Professions Code. Mr. Allen seeks to represent a class of all employees who were employed by the Company as salaried managers in 99¢ Only retail stores from March 18, 2007 through the date of trial or settlement. Plaintiff seeks to recover alleged unpaid wages, statutory penalties, interest, attorney’s fees and costs, declaratory relief, injunctive relief and restitution. On October 17, 2011, the Court heard the Company’s motion to compel Plaintiff Allen to arbitrate his claims on an individual basis, and following the hearing, the Court ordered the parties to submit further briefing and argument. Following this supplemental briefing and while the motion was under advisement, Mr. Allen sought leave to amend his complaint to add a cause of action pursuant to the Private Attorneys General Act of 2004 (“PAGA”). The Company did not oppose this motion and on January 5, 2012, the Court granted Mr. Allen’s motion and his First Amended Complaint was filed. On February 27, 2012, the Court denied the Company’s motion to compel arbitration. The Company filed a notice of its intention to appeal that ruling on April 12, 2012. Following a mediation of this matter on August 30, 2012, the parties entered into a “term sheet” settlement agreement for an immaterial amount, which is subject to court approval. As of April 11, 2013, all parties had executed a Stipulation Re: Settlement of Class Action. On April 17, 2013, Mr. Allen filed his motion for preliminary approval of the settlement. The Company filed a notice of non-opposition to this motion on April 25, 2013. On May 9, 2013, the Court granted preliminary approval of the settlement. A hearing regarding final approval of the settlement was set for August 23, 2013, during which the Court granted final approval of the settlement and dismissed the case. The judgment became final on October 23, 2013. The claims administration process is scheduled for November, and the Company must file a declaration from the claims administrator by December 20, 2013 confirming that the settlement amounts have been distributed pursuant to the settlement agreement. | |
Shelley Pickett v. 99¢ Only Stores, Superior Court of the State of California, County of Los Angeles. Plaintiff Shelley Pickett filed a representative action complaint against the Company on November 4, 2011, alleging a PAGA claim virtually identical to that of another matter which was dismissed with prejudice in December 2011, Bright v. 99¢ Only Stores. Like the plaintiff in the Bright case, Plaintiff Pickett asserts that the Company violated section 14 of Wage Order 7-2001 by failing to provide seats for its cashiers behind checkout counters. She seeks civil penalties of $100 to $200 per violation, per each pay period for each affected employee, and attorney’s fees. On November 8, 2011, Plaintiff Pickett filed a Notice of Related Case, stating that her case and the Bright case assert “identical claims.” After hearing arguments from the parties on December 1, 2011, the Court determined that the cases were related and assigned Pickett’s case to Judge William Fahey, the judge who presided over the Bright case. Plaintiff Pickett then attempted to exercise a 170.6 challenge to Judge Fahey, which the Company opposed. The Court struck Plaintiff Pickett’s 170.6 challenge on December 16, 2011. Plaintiff Pickett appealed this ruling, filing a petition for writ of mandate on December 30, 2011. The Company filed an opposition to Plaintiff Pickett’s petition and oral argument took place on February 1, 2012. On February 22, 2012, the Court of Appeal ruled in Plaintiff Pickett’s favor and issued the writ of mandate. On April 2, 2012, the Company filed a petition for review of that ruling with the California Supreme Court, which Pickett answered on April 23, 2012. The California Supreme Court denied the Company’s petition for review on May 9, 2012 and the Court of Appeals has remanded the case to Los Angeles Superior Court. On October 2, 2012, the Company filed a motion to compel arbitration of Pickett’s individual claims or, in the alternative, to strike the representative action allegations in the Complaint. The Court denied that motion on November 15, 2012, and on January 11, 2013, the Company filed a Notice of Appeal. On October 15, 2013, the Court of Appeals affirmed the trial court’s ruling. The Company has until November 25, 2013 to seek review of the decision in the California Supreme Court. On June 27, 2013, Plaintiff Pickett entered into a settlement agreement and release with the Company in another matter. Payment has been made to Plaintiff Pickett under that agreement and the other action has been dismissed. The Company’s position is that that release she executed in that matter waives the claims she asserts in this action, waives her right to proceed on a class or representative basis or as a private attorney general, and requires her to dismiss this action with prejudice as to her individual claims, thus mooting the pending appeal. The Company notified Plaintiff Pickett of its position by a letter dated as of July 30, 2013, but she has yet to dismiss the lawsuit. The Company cannot predict the outcome of this lawsuit or the amount of potential loss, if any, that it could face as a result of such lawsuit. | |
Sofia Wilton Barriga v. 99¢ Only Stores, Superior Court of the State of California, County of Riverside. Plaintiff, a former store associate, filed this action on August 5, 2013. She asserts claims on behalf of herself and all others allegedly similarly situated under the California Labor Code for alleged failure to pay wages for all hours worked, failure to provide meal periods, failure to pay wages timely upon termination, and failure to provide accurate wage statements. Ms. Barriga also asserts a derivative claim for unfair competition under the California Business and Professions Code. Ms. Barriga seeks to represent a class of all non-exempt employees who were employed in California in 99¢ Only retail stores who worked the graveyard shift at any time from August 5, 2009, through the date of trial or settlement. Plaintiff seeks to recover alleged unpaid wages, statutory penalties, interest, attorney’s fees and costs, and restitution. On September 23, 2013, the Company filed an answer denying all material allegations. A case management conference was held on October 4, 2013, at which the court ordered that discovery may proceed as to class certification issues only and set a further status conference for August 5, 2014. The Company cannot predict the outcome of this lawsuit or the amount of potential loss, if any, that it could face as a result of such lawsuit. | |
District Attorney Investigation | |
In August 2013, the Company received a pre-litigation subpoena from the San Joaquin County and Alameda County District Attorney offices. This subpoena arises out of an investigation of the Company’s hazardous materials, hazardous substances and hazardous waste practices at its California retail stores and distribution centers that is being conducted jointly by the District Attorney of San Joaquin County along with other environmental prosecutorial offices in the state of California (the “Prosecutors”). This investigation arises out of the Notices to Comply (“Notices”) received by the Company for certain of its stores and distribution centers. | |
The Notices alleged non-compliance with hazardous waste, hazardous substances and hazardous material regulatory requirements imposed under California law identified during compliance inspections and required corrective actions to be taken by certain dates set forth in the Notices. The Company believes that it properly implemented the corrective actions required by the Notices; however, it now faces additional demands to improve its hazardous waste and hazardous material compliance programs. The Company is cooperating with the Prosecutors in their investigation and is working with them to implement revisions to such programs. | |
The Prosecutors can also seek civil penalties and investigation costs for the alleged instances of past non-compliance, even after corrective action is taken. No penalties or costs have been demanded and the Company cannot predict the amount of penalties that may be sought. | |
Other Matters | |
The Company is also subject to other private lawsuits, administrative proceedings and claims that arise in its ordinary course of business. A number of these lawsuits, proceedings and claims may exist at any given time. While the resolution of such a lawsuit, proceeding or claim may have an impact on the Company’s financial results for the period in which it is resolved, and litigation is inherently unpredictable, in management’s opinion, none of these matters arising in the ordinary course of business is expected to have a material adverse effect on the Company’s financial position, results of operations or overall liquidity. |
Assets_Held_for_Sale
Assets Held for Sale | 6 Months Ended |
Sep. 28, 2013 | |
Assets Held for Sale | ' |
Assets Held for Sale | ' |
12. Assets Held for Sale | |
Assets held for sale during the quarter ended September 28, 2013 consisted of the vacant land in La Quinta, California and the vacant land in Rancho Mirage, California. The carrying value as of September 28, 2013 for the La Quinta land was $0.4 million and for the Rancho Mirage land was $1.7 million. | |
In October 2013, the Company completed the sale of the land in La Quinta, California and received proceeds of $0.7 million. |
Other_Accrued_Expenses
Other Accrued Expenses | 6 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Other Accrued Expenses | ' | |||||||
Other Accrued Expenses | ' | |||||||
13. Other Accrued Expenses | ||||||||
Other accrued expenses as of September 28, 2013 and March 30, 2013 are as follows (in thousands): | ||||||||
September 28, | March 30, | |||||||
2013 | 2013 | |||||||
Accrued interest | $ | 12,358 | $ | 9,243 | ||||
Accrued occupancy costs | 10,546 | 7,514 | ||||||
Accrued professional fees, outside services and advertising | 4,880 | 3,271 | ||||||
Accrued legal reserves and fees | 4,607 | 3,367 | ||||||
Other | 8,000 | 6,300 | ||||||
Total other accrued expenses | $ | 40,391 | $ | 29,695 |
New_Authoritative_Standards
New Authoritative Standards | 6 Months Ended |
Sep. 28, 2013 | |
New Authoritative Standards | ' |
New Authoritative Standards | ' |
14. New Authoritative Standards | |
On July 27, 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” (“ASU 2012-02”). The ASU 2012-02 provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under GAAP. The new guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. This new guidance became effective for the Company in the first quarter of fiscal 2014 and did not have a material impact on the Company or its consolidated financial statements. | |
In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), which is effective for reporting periods beginning after December 15, 2012. ASU 2013-02 was issued to improve the reporting of reclassifications out of AOCI. ASU 2013-02 requires companies to provide information about the amounts reclassified out of AOCI either in a single note or on the face of the financial statements. Significant amounts reclassified out of AOCI should be presented by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified in its entirety to net income in the same reporting period. For amounts not required to be reclassified in their entirety to net income, a cross-reference to other disclosures provided for in accordance with GAAP is required. This new guidance became effective for the Company in the first quarter of fiscal 2014 and did not have a material impact the on the Company or its consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-10, “Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes” (“ASU 2013-10”), which is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. ASU 2013-10 was issued to allow the use of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as benchmark interest rate for hedge accounting purposes in addition to interest rates on direct treasury obligations of the United States government and LIBOR. In addition, this new guidance removes the restriction on using different benchmark rates for similar hedges. This new guidance became effective for the Company in the second quarter of fiscal 2014 and did not have a material impact on the Company or its consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”), which is effective for fiscal years and interim periods beginning after December 15, 2013. ASU 2013-11 provides guidance regarding the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar loss or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or tax credit carryforward. This new guidance will be effective for the Company in the fourth quarter of fiscal 2014 and is not expected to have a material impact on the Company or its consolidated financial statements. |
Financial_Guarantees
Financial Guarantees | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Financial Guarantees | ' | |||||||||||||
Financial Guarantees | ' | |||||||||||||
15. Financial Guarantees | ||||||||||||||
On December 29, 2011, the Company (the “Issuer”) issued $250 million principal amount of the Senior Notes. The Senior Notes are irrevocably and unconditionally guaranteed, jointly and severally, by each of the Issuer’s existing and future restricted subsidiaries that are guarantors under the Credit Facilities and certain other indebtedness. | ||||||||||||||
As of September 28, 2013 and March 30, 2013, the Senior Notes are guaranteed by 99 Cents Only Stores Texas, Inc. (the “Subsidiary Guarantor”). | ||||||||||||||
The tables in the following pages present the condensed consolidating financial information for the Issuer and the Subsidiary Guarantors together with consolidating entries, as of and for the periods indicated. The condensed consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuer, and the Subsidiary Guarantors operated as independent entities. | ||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||
As of September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
ASSETS | ||||||||||||||
Current Assets: | ||||||||||||||
Cash | $ | 75,828 | $ | 1,550 | $ | — | $ | 77,378 | ||||||
Accounts receivable, net | 1,705 | 189 | — | 1,894 | ||||||||||
Income taxes receivable | 3,775 | — | — | 3,775 | ||||||||||
Deferred income taxes | 35,377 | — | — | 35,377 | ||||||||||
Inventories, net | 169,579 | 27,885 | — | 197,464 | ||||||||||
Assets held for sale | 2,106 | — | — | 2,106 | ||||||||||
Other | 16,830 | 1,446 | — | 18,276 | ||||||||||
Total current assets | 305,200 | 31,070 | — | 336,270 | ||||||||||
Property and equipment, net | 418,393 | 63,083 | — | 481,476 | ||||||||||
Deferred financing costs, net | 19,568 | — | — | 19,568 | ||||||||||
Equity investments and advances to subsidiaries | 180,065 | 98,887 | (278,952 | ) | — | |||||||||
Intangible assets, net | 465,692 | 2,630 | — | 468,322 | ||||||||||
Goodwill | 479,745 | — | — | 479,745 | ||||||||||
Deposits and other assets | 4,592 | 465 | — | 5,057 | ||||||||||
Total assets | $ | 1,873,255 | $ | 196,135 | $ | (278,952 | ) | $ | 1,790,438 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
Current Liabilities: | ||||||||||||||
Accounts payable | $ | 64,928 | $ | 8,352 | $ | — | $ | 73,280 | ||||||
Intercompany payable | 98,888 | 91,454 | (190,342 | ) | — | |||||||||
Payroll and payroll-related | 22,295 | 1,786 | — | 24,081 | ||||||||||
Sales tax | 5,880 | 473 | — | 6,353 | ||||||||||
Other accrued expenses | 36,577 | 3,814 | — | 40,391 | ||||||||||
Workers’ compensation | 37,125 | 90 | — | 37,215 | ||||||||||
Current portion of long-term debt | 3,216 | — | — | 3,216 | ||||||||||
Current portion of capital lease obligation | 86 | — | — | 86 | ||||||||||
Total current liabilities | 268,995 | 105,969 | (190,342 | ) | 184,622 | |||||||||
Long-term debt, net of current portion | 751,234 | — | — | 751,234 | ||||||||||
Unfavorable lease commitments, net | 12,432 | 490 | — | 12,922 | ||||||||||
Deferred rent | 8,583 | 1,066 | — | 9,649 | ||||||||||
Deferred compensation liability | 1,070 | — | — | 1,070 | ||||||||||
Capital lease obligation, net of current portion | 227 | — | — | 227 | ||||||||||
Long-term deferred income taxes | 181,634 | — | — | 181,634 | ||||||||||
Other liabilities | 6,660 | — | — | 6,660 | ||||||||||
Total liabilities | 1,230,835 | 107,525 | (190,342 | ) | 1,148,018 | |||||||||
Shareholders’ Equity: | ||||||||||||||
Preferred stock | — | — | — | — | ||||||||||
Common stock | — | — | — | — | ||||||||||
Additional paid-in capital | 649,106 | 99,943 | (99,943 | ) | 649,106 | |||||||||
Accumulated deficit | (5,571 | ) | (11,333 | ) | 11,333 | (5,571 | ) | |||||||
Other comprehensive loss | (1,115 | ) | — | — | (1,115 | ) | ||||||||
Total shareholders’ equity | 642,420 | 88,610 | (88,610 | ) | 642,420 | |||||||||
Total liabilities and shareholders’ equity | $ | 1,873,255 | $ | 196,135 | $ | (278,952 | ) | $ | 1,790,438 | |||||
CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||
As of March 30, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
ASSETS | ||||||||||||||
Current Assets: | ||||||||||||||
Cash | $ | 45,841 | $ | 113 | $ | (478 | ) | $ | 45,476 | |||||
Accounts receivable, net | 1,672 | 179 | — | 1,851 | ||||||||||
Income taxes receivable | 3,969 | — | — | 3,969 | ||||||||||
Deferred income taxes | 33,139 | — | — | 33,139 | ||||||||||
Inventories, net | 172,068 | 29,533 | — | 201,601 | ||||||||||
Assets held for sale | 2,106 | — | — | 2,106 | ||||||||||
Other | 15,300 | 1,070 | — | 16,370 | ||||||||||
Total current assets | 274,095 | 30,895 | (478 | ) | 304,512 | |||||||||
Property and equipment, net | 413,543 | 62,508 | — | 476,051 | ||||||||||
Deferred financing costs, net | 21,016 | — | — | 21,016 | ||||||||||
Equity investments and advances to subsidiaries | 119,642 | 34,631 | (154,273 | ) | — | |||||||||
Intangible assets, net | 468,593 | 2,766 | — | 471,359 | ||||||||||
Goodwill | 479,745 | — | — | 479,745 | ||||||||||
Deposits and other assets | 4,191 | 363 | — | 4,554 | ||||||||||
Total assets | $ | 1,780,825 | $ | 131,163 | $ | (154,751 | ) | $ | 1,757,237 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
Current Liabilities: | ||||||||||||||
Accounts payable | $ | 46,595 | $ | 3,894 | $ | (478 | ) | $ | 50,011 | |||||
Intercompany payable | 32,991 | 28,075 | (61,066 | ) | — | |||||||||
Payroll and payroll-related | 15,798 | 1,298 | — | 17,096 | ||||||||||
Sales tax | 6,628 | 572 | — | 7,200 | ||||||||||
Other accrued expenses | 26,892 | 2,803 | — | 29,695 | ||||||||||
Workers’ compensation | 39,423 | 75 | — | 39,498 | ||||||||||
Current portion of long-term debt | 8,567 | — | — | 8,567 | ||||||||||
Current portion of capital lease obligation | 83 | — | — | 83 | ||||||||||
Total current liabilities | 176,977 | 36,717 | (61,544 | ) | 152,150 | |||||||||
Long-term debt, net of current portion | 749,758 | — | — | 749,758 | ||||||||||
Unfavorable lease commitments, net | 14,200 | 633 | — | 14,833 | ||||||||||
Deferred rent | 4,217 | 606 | — | 4,823 | ||||||||||
Deferred compensation liability | 1,153 | — | — | 1,153 | ||||||||||
Capital lease obligation, net of current portion | 271 | — | — | 271 | ||||||||||
Long-term deferred income taxes | 186,851 | — | — | 186,851 | ||||||||||
Other liabilities | 8,428 | — | — | 8,428 | ||||||||||
Total liabilities | 1,141,855 | 37,956 | (61,544 | ) | 1,118,267 | |||||||||
Shareholders’ Equity: | ||||||||||||||
Preferred stock | — | — | — | — | ||||||||||
Common stock | — | — | — | — | ||||||||||
Additional paid-in capital | 654,424 | 99,943 | (99,943 | ) | 654,424 | |||||||||
Accumulated deficit | (14,202 | ) | (6,736 | ) | 6,736 | (14,202 | ) | |||||||
Other comprehensive loss | (1,252 | ) | — | — | (1,252 | ) | ||||||||
Total shareholders’ equity | 638,970 | 93,207 | (93,207 | ) | 638,970 | |||||||||
Total liabilities and shareholders’ equity | $ | 1,780,825 | $ | 131,163 | $ | (154,751 | ) | $ | 1,757,237 | |||||
99¢ Only Stores | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
For the Second Quarter Ended September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 404,801 | $ | 39,122 | $ | — | $ | 443,923 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 251,240 | 25,878 | — | 277,118 | ||||||||||
Gross profit | 153,561 | 13,244 | — | 166,805 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 124,964 | 13,947 | — | 138,911 | ||||||||||
Depreciation and amortization | 13,500 | 2,627 | — | 16,127 | ||||||||||
Total selling, general and administrative expenses | 138,464 | 16,574 | — | 155,038 | ||||||||||
Operating income (loss) | 15,097 | (3,330 | ) | — | 11,767 | |||||||||
Other expense: | ||||||||||||||
Interest expense | 15,174 | — | — | 15,174 | ||||||||||
Equity in (earnings) loss of subsidiaries | 3,330 | — | (3,330 | ) | — | |||||||||
Total other expense, net | 18,504 | — | (3,330 | ) | 15,174 | |||||||||
Loss before provision for income taxes | (3,407 | ) | (3,330 | ) | 3,330 | (3,407 | ) | |||||||
Benefit for income taxes | (8,874 | ) | — | — | (8,874 | ) | ||||||||
Net income (loss) | $ | 5,467 | $ | (3,330 | ) | $ | 3,330 | $ | 5,467 | |||||
Comprehensive income | $ | 5,135 | $ | — | $ | — | $ | 5,135 | ||||||
99¢ Only Stores | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
For the First Half Ended September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 801,326 | $ | 76,463 | $ | — | $ | 877,789 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 493,916 | 49,881 | — | 543,797 | ||||||||||
Gross profit | 307,410 | 26,582 | — | 333,992 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 244,725 | 26,018 | — | 270,743 | ||||||||||
Depreciation and amortization | 26,734 | 5,161 | — | 31,895 | ||||||||||
Total selling, general and administrative expenses | 271,459 | 31,179 | — | 302,638 | ||||||||||
Operating income (loss) | 35,951 | (4,597 | ) | — | 31,354 | |||||||||
Other (income) expense: | ||||||||||||||
Interest income | (15 | ) | — | — | (15 | ) | ||||||||
Interest expense | 29,862 | — | — | 29,862 | ||||||||||
Equity in (earnings) loss of subsidiaries | 4,597 | — | (4,597 | ) | — | |||||||||
Total other expense, net | 34,444 | — | (4,597 | ) | 29,847 | |||||||||
Income (loss) before provision for income taxes | 1,507 | (4,597 | ) | 4,597 | 1,507 | |||||||||
Benefit for income taxes | (7,124 | ) | — | — | (7,124 | ) | ||||||||
Net income (loss) | $ | 8,631 | $ | (4,597 | ) | $ | 4,597 | $ | 8,631 | |||||
Comprehensive income | $ | 8,768 | $ | — | $ | — | $ | 8,768 | ||||||
99¢ Only Stores | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||||||||
For the Second Quarter Ended September 29, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 359,352 | $ | 34,011 | $ | — | $ | 393,363 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 220,996 | 21,703 | — | 242,699 | ||||||||||
Gross profit | 138,356 | 12,308 | — | 150,664 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 108,694 | 11,668 | — | 120,362 | ||||||||||
Depreciation and amortization | 12,001 | 2,372 | — | 14,373 | ||||||||||
Total selling, general and administrative expenses | 120,695 | 14,040 | — | 134,735 | ||||||||||
Operating income (loss) | 17,661 | (1,732 | ) | — | 15,929 | |||||||||
Other (income) expense: | ||||||||||||||
Interest income | (35 | ) | — | — | (35 | ) | ||||||||
Interest expense | 15,537 | — | — | 15,537 | ||||||||||
Equity in (earnings) loss of subsidiaries | 1,732 | — | (1,732 | ) | — | |||||||||
Other | 3 | — | — | 3 | ||||||||||
Total other expense (income), net | 17,237 | — | (1,732 | ) | 15,505 | |||||||||
Income (loss) before provision for income taxes | 424 | (1,732 | ) | 1,732 | 424 | |||||||||
Provision for income taxes | 214 | — | — | 214 | ||||||||||
Net income (loss) | $ | 210 | $ | (1,732 | ) | $ | 1,732 | $ | 210 | |||||
Comprehensive loss | $ | (259 | ) | $ | — | $ | — | $ | (259 | ) | ||||
99¢ Only Stores | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||||||||
For the First Half Ended September 29, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 724,627 | $ | 69,686 | $ | — | $ | 794,313 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 442,579 | 44,022 | — | 486,601 | ||||||||||
Gross profit | 282,048 | 25,664 | — | 307,712 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 215,724 | 23,409 | — | 239,133 | ||||||||||
Depreciation and amortization | 23,537 | 5,029 | — | 28,566 | ||||||||||
Total selling, general and administrative expenses | 239,261 | 28,438 | — | 267,699 | ||||||||||
Operating income (loss) | 42,787 | (2,774 | ) | — | 40,013 | |||||||||
Other (income) expense: | ||||||||||||||
Interest income | (215 | ) | (44 | ) | — | (259 | ) | |||||||
Interest expense | 31,114 | — | — | 31,114 | ||||||||||
Equity in (earnings) loss of subsidiaries | 2,730 | — | (2,730 | ) | — | |||||||||
Loss on extinguishment of debt | 16,346 | — | — | 16,346 | ||||||||||
Other | 67 | — | — | 67 | ||||||||||
Total other expense (income), net | 50,042 | (44 | ) | (2,730 | ) | 47,268 | ||||||||
Loss before provision for income taxes | (7,255 | ) | (2,730 | ) | 2,730 | (7,255 | ) | |||||||
Benefit for income taxes | (2,574 | ) | — | — | (2,574 | ) | ||||||||
Net loss | $ | (4,681 | ) | $ | (2,730 | ) | $ | 2,730 | $ | (4,681 | ) | |||
Comprehensive loss | $ | (5,699 | ) | $ | — | $ | — | $ | (5,699 | ) | ||||
99¢ Only Stores | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
For the First Half Ended September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net cash provided by operating activities | $ | 61,629 | $ | 6,286 | $ | 478 | $ | 68,393 | ||||||
Cash flows from investing activities: | ||||||||||||||
Purchases of property and equipment | (27,498 | ) | (4,850 | ) | — | (32,348 | ) | |||||||
Proceeds from sales of fixed assets | 536 | 1 | — | 537 | ||||||||||
Net cash used in investing activities | (26,962 | ) | (4,849 | ) | — | (31,811 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||
Payment of debt | (4,639 | ) | — | — | (4,639 | ) | ||||||||
Payments of capital lease obligation | (41 | ) | — | — | (41 | ) | ||||||||
Net cash used in financing activities | (4,680 | ) | — | — | (4,680 | ) | ||||||||
Net increase in cash | 29,987 | 1,437 | 478 | 31,902 | ||||||||||
Cash — beginning of period | 45,841 | 113 | (478 | ) | 45,476 | |||||||||
Cash — end of period | $ | 75,828 | $ | 1,550 | $ | — | $ | 77,378 | ||||||
99¢ Only Stores | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
For the First Half Ended September 29, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantors | Adjustments | |||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net cash provided by operating activities | $ | 33,925 | $ | 553 | $ | — | $ | 34,478 | ||||||
Cash flows from investing activities: | ||||||||||||||
Purchases of property and equipment | (18,553 | ) | (1,308 | ) | — | (19,861 | ) | |||||||
Proceeds from sale of fixed assets | 11,549 | — | — | 11,549 | ||||||||||
Purchases of investments | (449 | ) | — | — | (449 | ) | ||||||||
Proceeds from sale of investments | 2,470 | — | — | 2,470 | ||||||||||
Investment in subsidiaries | (4,213 | ) | — | 4,213 | — | |||||||||
Net cash used in investing activities | (9,196 | ) | (1,308 | ) | 4,213 | (6,291 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||
Payment of debt | (2,618 | ) | — | — | (2,618 | ) | ||||||||
Payments of capital lease obligation | (38 | ) | — | — | (38 | ) | ||||||||
Payment of debt issuance costs | (11,230 | ) | — | — | (11,230 | ) | ||||||||
Capital contributions | — | 4,213 | (4,213 | ) | — | |||||||||
Net cash (used in) provided by financing activities | (13,886 | ) | 4,213 | (4,213 | ) | (13,886 | ) | |||||||
Net increase in cash | 10,843 | 3,458 | — | 14,301 | ||||||||||
Cash — beginning of period | 23,793 | 3,973 | — | 27,766 | ||||||||||
Cash — end of period | $ | 34,636 | $ | 7,431 | $ | — | $ | 42,067 |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Sep. 28, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
16. Subsequent Events | |
Parent Stock Purchase Agreements | |
On September 30, 2013, in connection with Stéphane Gonthier’s employment as President and Chief Executive Officer of the Company and the Parent, Parent entered into a Stock Purchase Agreement with Avenue of the Stars Investments LLC, a Delaware limited liability company (the “Purchaser”), of which Mr. Gonthier is the sole member. Pursuant to the Stock Purchase Agreement, Parent issued and sold to the Purchaser 4,922 shares of Class A Common Stock and 4,922 shares of Class B Common Stock, for an aggregate purchase price of $6.0 million. | |
On October 8, 2013, Parent entered into a Stock Purchase Agreement with Andrew Giancamilli, a director of Parent and of the Company. Pursuant to the terms of the Stock Purchase Agreement, Mr. Giancamilli purchased 410 shares of Class A Common Stock and 410 shares of Class B Common Stock, for an aggregate purchase price of $0.5 million. | |
Credit Facilities Amendment | |
On October 8, 2013, the Company completed a repricing of its First Lien Term Loan Facility borrowed $100 million of incremental term loans and amended certain other provisions thereto. The amendment decreased the interest rate applicable to the term loans from LIBOR plus 4.00% (or base rate plus 3.00%) to LIBOR plus 3.50% (or base rate plus 2.50%) and the LIBOR floor from 1.25% to 1.00%. Under the amendment, the incremental term loans have the same interest rate as the other term loans. The Company will continue to be required to make scheduled quarterly payments each equal to 0.25% of the amended principal amount of the term loan (approximately $1.5 million). The maturity date of January 13, 2019 of the First Lien Term Loan Facility was not affected by the amendment. | |
The Company determined that a portion of the repricing transaction should be accounted for as debt extinguishment. In the third quarter of fiscal 2014, in accordance with applicable guidance for debt modification and extinguishment, the Company plans to record a loss on debt extinguishment of approximately $4.4 million related to a portion of the unamortized debt issuance costs, unamortized original issue discount and repricing costs incurred in connection with the amendment for the portion of the First Lien Term Loan Facility that was extinguished. | |
In connection with the amendment to the First Lien Term Loan Facility, on October 8, 2013, the ABL Facility was also amended. | |
Each amendment (a) amended certain restricted payment provisions to permit the Gold-Schiffer Purchase and (b) removed the maximum capital expenditures covenant. | |
In addition, the amendment to the First Lien Term Loan Facility (a) modifies the existing restricted payment builder basket construct so that from and after March 31, 2013 it is based on 50% of positive Consolidated Net Income (as defined in the First Lien Term Loan Facility agreement), subject to a reduction for 100% of negative Consolidated Net Income, and (b) permits proceeds of any sale leasebacks of any assets acquired after January 13, 2012, to be reinvested in the Company’s business without restriction. | |
Chief Executive Officer Equity Awards | |
On October 9, 2013, in connection with Stéphane Gonthier’s employment as President and Chief Executive Officer of the Company and the Parent, the compensation committee of the Parent granted to Mr. Gonthier stock options to purchase an aggregate of 21,505 shares of each of the Class A and Class B Common Stock (the “Options”). Subject to the continued employment of Mr. Gonthier, (a) 75% of the Options will vest 30% on the first anniversary of the grant date, 20% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date and (b) 25% of the Options will vest subject to the Company’s and Parent’s achievement of performance hurdles. The Options are subject to the terms of the 2012 Plan and the award agreement under which they were granted. | |
Repurchase Transaction with Rollover Investors | |
On October 15, 2013, Parent and the Company entered into an agreement with the Sellers, pursuant to which (a)(i) Parent purchased from each Seller all of the shares of Class A Common Stock and Class B Common Stock, owned by such Seller and (ii) all of the options to purchase shares of Class A Common Stock and Class B Common Stock held by such Seller were cancelled and forfeited, for aggregate consideration of approximately $129.7 million and (b) the Company agreed to certain amendments to the Non-Competition, Non-Solicitation and Confidentiality Agreements and the Separation and Release Agreements with the Sellers who were former management of the Company. The Gold-Schiffer Purchase was completed on October 21, 2013. Prior to completion of the transaction, Howard Gold resigned from the board of directors of each of Parent and the Company. The Gold-Schiffer Purchase was funded through a combination of borrowings of $100 million of incremental term loans under the First Lien Term Loan Facility and cash on hand at the Company and Parent. In connection with the Gold-Schiffer Purchase, the Company made a distribution to, and investment in shares of preferred stock of, Parent. | |
Conversion to LLC | |
On October 18, 2013, the Company converted (the “Conversion”) from a California corporation to a California limited liability company, 99 Cents Only Stores LLC (“99 LLC”), that is managed by a single member, Parent. In connection with the Conversion, each outstanding share of Class A common stock of the Company, par value $0.01 per share, was converted into one membership unit of 99 LLC, and each outstanding share of Class B common stock of the Company, par value $0.01 per share, was cancelled and forfeited. Pursuant to the laws of the State of California, all rights and property of the Company were vested in 99 LLC and all debts, liabilities and obligations of the Company continued as debts, liabilities and obligations of 99 LLC. 99 LLC has elected to be treated as a disregarded entity for United States federal income tax purposes. The conversion to LLC did not have any impact on deferred tax assets or liabilities, and the Company will continue to utilize the liability method of accounting for income taxes. The Company and its Parent will continue to file consolidated or combined income tax returns with its subsidiaries in all jurisdictions. The Company and its Parent will continue to allocate tax expense. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||
Sep. 28, 2013 | |||
Basis of Presentation and Summary of Significant Accounting Policies | ' | ||
Basis of Presentation | ' | ||
Basis of Presentation | |||
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). However, certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission. These statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2013. In the opinion of the Company’s management, these interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the consolidated financial position and results of operations for each of the periods presented. The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full fiscal year ending March 29, 2014 (“fiscal 2014”). | |||
Fiscal Periods | ' | ||
Fiscal Periods | |||
The Company follows a fiscal calendar consisting of four quarters with 91 days, each ending on the Saturday closest to the calendar quarter-end, and a 52-week fiscal year with 364 days, with a 53-week year every five to six years. Unless otherwise stated, references to years in this Quarterly Report on Form 10-Q relate to fiscal years rather than calendar years. Fiscal 2014 began on March 31, 2013 and will end on March 29, 2014 and will consist of 52 weeks. The Company’s fiscal year ended March 30, 2013 (“fiscal 2013”) began on April 1, 2012 and ended on March 30, 2013 and consisted of 52 weeks. The second quarter ended September 28, 2013 (the “second quarter of fiscal 2014”) and second quarter ended September 29, 2012 (the “second quarter of fiscal 2013”) were each comprised of 91 days. The period ended September 28, 2013 (“first half of fiscal 2014”) and the period ended September 29, 2012 (“first half of fiscal 2013”) were each comprised of 182 days. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of the unaudited consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |||
Cash | ' | ||
Cash | |||
For purposes of reporting cash flows, cash includes cash on hand, cash at the stores and cash in financial institutions. The majority of payments due from financial institutions for the settlement of debit card and credit card transactions are processed within three business days and therefore are classified as cash. Cash balances held at financial institutions are generally in excess of federally insured limits. These accounts are only insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts. The Company places its temporary cash investments with what it believes to be high credit, quality financial institutions. Under the Company’s cash management system, checks issued but not presented to the bank may result in book cash overdraft balances for accounting purposes. The Company reclassifies book overdrafts to accounts payable, which are reflected as an operating activity in its unaudited consolidated statements of cash flows. Book overdrafts included in accounts payable were $3.1 million as of September 28, 2013. | |||
Allowance for Doubtful Accounts | ' | ||
Allowance for Doubtful Accounts | |||
In connection with its wholesale business, the Company evaluates the collectability of accounts receivable based on a combination of factors. In cases where the Company is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers and tenants, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, industry and geographic concentrations, the current business environment and the Company’s historical experiences. | |||
Inventories | ' | ||
Inventories | |||
Inventories are valued at the lower of cost or market. Inventory cost is established using a methodology that approximates first in, first out, which for store inventories is based on a retail inventory method. Valuation allowances for shrinkage as well as excess and obsolete inventory are also recorded. Shrinkage is estimated as a percentage of sales for the period from the last physical inventory date to the end of the applicable period. Such estimates are based on experience and the most recent physical inventory results. Physical inventories are taken at each of the Company’s retail stores at least once a year by an outside inventory service company. Additional store-level physical inventories are taken by the service companies from time to time based on a particular store’s performance and/or book inventory balance. The Company performs inventory cycle counts at its warehouses throughout the year. The Company also performs inventory reviews and analysis on a quarterly basis for both warehouse and store inventory to determine inventory valuation allowances for excess and obsolete inventory. The Company’s policy is to analyze all items held in inventory that are at least twelve months old and that are not expected to be sold through at the current sales rates over the next twelve months in order to determine what merchandise should be reserved for as excess or obsolete. The valuation allowances for excess and obsolete inventory in many locations (including various warehouses, store backrooms, and sales floors of its stores), require management judgment and estimates that may impact the ending inventory valuation and valuation allowances that may affect the reported gross margin for the period. | |||
In order to obtain inventory at attractive prices, the Company takes advantage of large volume purchases, closeouts and other similar purchase opportunities but within the above stipulated policy. As such, the Company’s inventory fluctuates from period to period and the inventory balances vary based on the timing and availability of such opportunities. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment are carried at cost and are depreciated or amortized on a straight-line basis over the following useful lives: | |||
Owned buildings and improvements | Lesser of 30 years or the estimated useful life of the improvement | ||
Leasehold improvements | Lesser of the estimated useful life of the improvement or remaining lease term | ||
Fixtures and equipment | 5 years | ||
Transportation equipment | 3-5 years | ||
Information technology systems | For major corporate systems, estimated useful life up to 7 years; for functional stand alone systems, estimated useful life up to 5 years | ||
The Company’s policy is to capitalize expenditures that materially increase asset lives and expense ordinary repairs and maintenance as incurred. | |||
Long-Lived Assets | ' | ||
Long-Lived Assets | |||
The Company assesses the impairment of long-lived assets quarterly or when events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to expected future net cash flows generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, the carrying amount is compared to its fair value and an impairment charge is recognized to the extent of the difference. Factors that the Company considers important that could individually or in combination trigger an impairment review include the following: (1) significant underperformance relative to expected historical or projected future operating results; (2) significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business; and (3) significant changes in the Company’s business strategies and/or negative industry or economic trends. On a quarterly basis, the Company assesses whether events or changes in circumstances occur that potentially indicate that the carrying value of long-lived assets may not be recoverable. Considerable management judgment is necessary to estimate projected future operating cash flows. Accordingly, if actual results fall short of such estimates, significant future impairments could result. During each of the second quarter and first half of fiscal 2014 and 2013, the Company did not record any asset impairment charges. | |||
Goodwill and Other Intangible Assets | ' | ||
Goodwill and Other Intangible Assets | |||
In connection with the Merger purchase price allocation, the fair values of long-lived and intangible assets were determined based upon assumptions related to the future cash flows, discount rates and asset lives utilizing then available information, and in some cases were obtained from independent professional valuation experts. The Company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite. | |||
Goodwill and indefinite-lived intangible assets are not amortized but instead tested annually for impairment or more frequently when events or changes in circumstances indicate that the assets might be impaired. Goodwill is tested for impairment by comparing the carrying amount of the reporting unit to the fair value of the reporting unit to which the goodwill is assigned. The Company has the option of performing a qualitative assessment before calculating the fair value of the reporting unit (i.e., step one of the goodwill impairment test). If the Company does not perform a qualitative assessment, or determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, goodwill is impaired and the loss is measured by performing step two. Under step two, the impairment loss is measured by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill. Management has determined that the Company has two reporting units, the wholesale reporting unit and the retail reporting unit. | |||
The Company performs the annual test for impairment in the fourth quarter of the fiscal year and determines fair value based on a combination of the income approach and the market approach. The income approach is based on discounted cash flows to determine fair value. The market approach uses a selection of comparable companies and transactions in determining fair value. The fair value of the trade name is also tested for impairment in the fourth quarter by comparing the carrying value to the fair value. Fair value of a trade name is determined using a relief from royalty method under the income approach, which uses projected revenue allocable to the trade name and an assumed royalty rate. | |||
Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on undiscounted cash flows, and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Significant judgment is required in determining whether a potential indicator of impairment of long-lived assets exists and in estimating future cash flows used in the impairment tests. | |||
During each of the second quarter and first half of fiscal 2014 and fiscal 2013, the Company did not record any impairment charges related to goodwill or other intangible assets. | |||
Derivatives | ' | ||
Derivatives | |||
The Company accounts for derivative financial instruments in accordance with authoritative guidance for derivative instrument and hedging activities. All financial instrument positions taken by the Company are intended to be used to manage risks associated with interest rate exposures. | |||
The Company’s derivative financial instruments are recorded on the balance sheet at fair value, and are recorded in either current or noncurrent assets or liabilities based on their maturity. Changes in the fair values of derivatives are recorded in net earnings or other comprehensive income (“OCI”), based on whether the instrument is designated and effective as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in accumulated other comprehensive income (“AOCI”) are reclassified to earnings in the period the hedged item affects earnings. Any ineffectiveness is recognized in earnings in the period incurred. | |||
Purchase Accounting | ' | ||
Purchase Accounting | |||
The Company’s assets and liabilities have been recorded at their estimated fair values as of the date of the Merger. The aggregate purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed, based upon an assessment of their relative fair value as of the Merger date. These estimates of fair values, the allocation of the purchase price and other factors related to the accounting for the Merger are subject to significant judgments and the use of estimates. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized using enacted tax rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The Company’s ability to realize deferred tax assets is assessed throughout the year and a valuation allowance is established accordingly. The Company recognizes the impact of a tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The Company recognizes potential interest and penalties related to uncertain tax positions in income tax expense. | |||
Stock-Based Compensation | ' | ||
Stock-Based Compensation | |||
The Company accounts for stock-based payment awards based on their fair value. The value of the portion of the award that is ultimately expected to vest is recognized as an expense ratably over the requisite service periods. For awards classified as equity, the Company estimates the fair value for each option award as of the date of grant using the Black-Scholes option pricing model or other appropriate valuation models. The Black-Scholes model considers, among other factors, the expected life of the award and the expected volatility of the stock price. Stock options are generally granted to employees at exercise prices equal to the fair market value of the stock at the dates of grant. Former executive put rights are classified as equity awards and revalued using a binomial model at each reporting period with changes in the fair value recognized as stock-based compensation expense. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
The Company recognizes retail sales in its retail stores at the time the customer takes possession of merchandise. All sales are net of discounts and returns and exclude sales tax. Wholesale sales are recognized in accordance with the shipping terms agreed upon on the purchase order. Wholesale sales are typically recognized free on board origin, where title and risk of loss pass to the buyer when the merchandise leaves the Company’s distribution facility. | |||
The Company has a gift card program. The Company does not charge administrative fees on gift cards and the Company’s gift cards do not have expiration dates. The Company records the sale of gift cards as a current liability and recognizes a sale when a customer redeems a gift card. The liability for outstanding gift cards is recorded in accrued expenses. The Company has not recorded any breakage income related to its gift card program. | |||
Cost of Sales | ' | ||
Cost of Sales | |||
Cost of sales includes the cost of inventory, freight in, inter-state warehouse transportation costs, obsolescence, spoilage, scrap and inventory shrinkage, and is net of discounts and allowances. Cash discounts for satisfying early payment terms are recognized when payment is made, and allowances and rebates based upon milestone achievements such as reaching a certain volume of purchases of a vendor’s products are included as a reduction of cost of sales when such contractual milestones are reached. In addition, the Company analyzes its inventory levels and the related cash discounts received to arrive at a value for cash discounts to be included in the inventory balance. The Company does not include purchasing, receiving, distribution, warehouse, and occupancy costs in its cost of sales. Due to this classification, the Company’s gross profit rates may not be comparable to those of other retailers that include costs related to their distribution network and occupancy in cost of sales. | |||
Operating Expenses | ' | ||
Operating Expenses | |||
Selling, general and administrative expenses include purchasing, receiving, inspection and warehouse costs, the costs of selling merchandise in stores (payroll and associated costs, occupancy and other store-level costs), distribution costs (payroll and associated costs, occupancy, transportation to and from stores and other distribution-related costs) and corporate costs (payroll and associated costs, occupancy, advertising, professional fees and other corporate administrative costs). | |||
Leases | ' | ||
Leases | |||
The Company follows the policy of capitalizing allowable expenditures that relate to the acquisition and signing of its retail store leases. These costs are amortized on a straight-line basis over the applicable lease term. | |||
The Company recognizes rent expense for operating leases on a straight-line basis (including the effect of reduced or free rent and rent escalations) over the applicable lease term. The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight-line basis is included in deferred rent. Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives are recorded as deferred rent. Deferred rent related to landlord incentives is amortized as an offset to rent expense using the straight-line method over the applicable lease term. | |||
For store closures where a lease obligation still exists, the Company records the estimated future liability associated with the rental obligation on the cease use date (when the store is closed). Liabilities are established at the cease use date for the present value of any remaining operating lease obligations, net of estimated sublease income, and at the communication date for severance and other exit costs. Key assumptions in calculating the liability include the timeframe expected to terminate lease agreements, estimates related to the sublease potential of closed locations, and estimates of other related exit costs. If actual timing and potential termination costs or realization of sublease income differ from the Company’s estimates, the resulting liabilities could vary from recorded amounts. These liabilities are reviewed periodically and adjusted when necessary. | |||
Self-Insured Workers' Compensation Liability | ' | ||
Self-Insured Workers’ Compensation Liability | |||
The Company self-insures for workers’ compensation claims in California and Texas. The Company establishes a liability for losses of both estimated known and incurred but not reported insurance claims based on reported claims and actuarial valuations of estimated future costs of known and incurred but not yet reported claims. Should an amount of claims greater than anticipated occur, the liability recorded may not be sufficient and additional workers’ compensation costs, which may be significant, could be incurred. The Company has not discounted the projected future cash outlays for the time value of money for claims and claim-related costs when establishing its workers’ compensation liability in its financial reports for September 28, 2013 and March 30, 2013. | |||
Self-Insured Health Insurance Liability | ' | ||
Self-Insured Health Insurance Liability | |||
During the second quarter of fiscal 2012 ended October 1, 2011 (the “second quarter of fiscal 2012”), the Company began self-insuring for a portion of its employee medical benefit claims. The liability for the self-funded portion of the Company health insurance program is determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The Company maintains stop loss insurance coverage to limit its exposure for the self-funded portion of its health insurance program. | |||
Pre-Opening Costs | ' | ||
Pre-Opening Costs | |||
The Company expenses, as incurred, pre-opening costs such as payroll, rent and marketing related to the opening of new retail stores. | |||
Advertising | ' | ||
Advertising | |||
The Company expenses advertising costs as incurred. Advertising expenses were $1.7 million and $1.3 million for the second quarter of fiscal 2014 and 2013, respectively. Advertising expenses were $3.1 million and $2.6 million for the first half of fiscal 2014 and 2013, respectively. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The Company’s financial instruments consist principally of cash, accounts receivable, interest rate derivatives, accounts payable, accruals, debt, and other liabilities. Cash and interest rate derivatives are measured and recorded at fair value. Accounts receivable and other receivables are financial assets with carrying values that approximate fair value. Accounts payable and other accrued expenses are financial liabilities with carrying values that approximate fair value. See Note 7 for further discussion of the fair value of debt. | |||
The Company utilizes the authoritative guidance for fair value, which includes the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value measurements reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. | |||
Comprehensive Income | ' | ||
Comprehensive Income | |||
OCI includes unrealized gains or losses on investments and interest rate derivatives designated as cash flow hedges. |
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||
Sep. 28, 2013 | |||
Basis of Presentation and Summary of Significant Accounting Policies | ' | ||
Schedule of details of carrying cost, amortized cost and useful life of property and equipment | ' | ||
Owned buildings and improvements | Lesser of 30 years or the estimated useful life of the improvement | ||
Leasehold improvements | Lesser of the estimated useful life of the improvement or remaining lease term | ||
Fixtures and equipment | 5 years | ||
Transportation equipment | 3-5 years | ||
Information technology systems | For major corporate systems, estimated useful life up to 7 years; for functional stand alone systems, estimated useful life up to 5 years |
Goodwill_and_Other_Intangibles1
Goodwill and Other Intangibles (Tables) | 6 Months Ended | |||||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||||
Goodwill and Other Intangibles | ' | |||||||||||||||||||||||
Schedule of goodwill and other intangible assets and liabilities and unfavorable leases, respectively | ' | |||||||||||||||||||||||
The following tables set forth the value of the goodwill and other intangible assets and liabilities, and unfavorable leases, respectively, each as of September 28, 2013 and March 30, 2013 (in thousands): | ||||||||||||||||||||||||
As of September 28, 2013 | As of March 30, 2013 | |||||||||||||||||||||||
Remaining | Gross | Accumulated | Net | Remaining | Gross | Accumulated | Net | |||||||||||||||||
Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | |||||||||||||||||
Life | Amount | Amount | Life | Amount | Amount | |||||||||||||||||||
(Years) | (Years) | |||||||||||||||||||||||
Indefinite lived intangible assets: | ||||||||||||||||||||||||
Goodwill | $ | 479,745 | $ | — | $ | 479,745 | $ | 479,745 | $ | — | $ | 479,745 | ||||||||||||
Trade name | 410,000 | — | 410,000 | 410,000 | — | 410,000 | ||||||||||||||||||
Total indefinite lived intangible assets | $ | 889,745 | $ | — | $ | 889,745 | $ | 889,745 | $ | — | $ | 889,745 | ||||||||||||
Finite lived intangible assets: | ||||||||||||||||||||||||
Trademarks | 18 | $ | 2,000 | $ | (171 | ) | $ | 1,829 | 19 | $ | 2,000 | $ | (121 | ) | $ | 1,879 | ||||||||
Bargain Wholesale customer relationships | 10 | 20,000 | (2,853 | ) | 17,147 | 11 | 20,000 | (2,019 | ) | 17,981 | ||||||||||||||
Favorable leases | 1 to 15 | 46,723 | (7,377 | ) | 39,346 | 1 to 16 | 46,723 | (5,224 | ) | 41,499 | ||||||||||||||
Total finite lived intangible assets | 68,723 | (10,401 | ) | 58,322 | 68,723 | (7,364 | ) | 61,359 | ||||||||||||||||
Total goodwill and other intangible assets | $ | 958,468 | $ | (10,401 | ) | $ | 948,067 | $ | 958,468 | $ | (7,364 | ) | $ | 951,104 | ||||||||||
Schedule of unfavorable leases | ' | |||||||||||||||||||||||
As of September 28, 2013 | As of March 30, 2013 | |||||||||||||||||||||||
Remaining | Gross | Accumulated | Net | Remaining | Gross | Accumulated | Net | |||||||||||||||||
Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | Amortization | Carrying | |||||||||||||||||
Life | Amount | Amount | Life | Amount | Amount | |||||||||||||||||||
(Years) | (Years) | |||||||||||||||||||||||
Unfavorable leases | 1 to 16 | $ | 19,835 | $ | (6,913 | ) | $ | 12,922 | 1 to 17 | $ | 19,835 | $ | (5,002 | ) | $ | 14,833 |
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 6 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Property and Equipment, net | ' | |||||||
Schedule of details of property and equipment | ' | |||||||
The following table provides details of property and equipment (in thousands): | ||||||||
September 28, 2013 | March 30, 2013 | |||||||
Land | $ | 160,446 | $ | 160,446 | ||||
Buildings | 90,466 | 90,466 | ||||||
Buildings improvements | 66,450 | 64,429 | ||||||
Leasehold improvements | 124,027 | 112,779 | ||||||
Fixtures and equipment | 84,471 | 76,831 | ||||||
Transportation equipment | 9,745 | 7,497 | ||||||
Construction in progress | 43,193 | 30,949 | ||||||
Total property and equipment | 578,798 | 543,397 | ||||||
Less: accumulated depreciation and amortization | (97,322 | ) | (67,346 | ) | ||||
Property and equipment, net | $ | 481,476 | $ | 476,051 |
Comprehensive_Income_Tables
Comprehensive Income (Tables) | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Comprehensive Income | ' | |||||||||||||
Schedule of comprehensive income (loss) | ' | |||||||||||||
The following table sets forth the calculation of comprehensive income (loss), net of tax effects for the periods indicated (in thousands): | ||||||||||||||
For the Second Quarter Ended | For the First Half Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Net income (loss) | $ | 5,467 | $ | 210 | $ | 8,631 | $ | (4,681 | ) | |||||
Unrealized holding gains on marketable securities, net of tax effects of $0, $3, $0 and $3 for the second quarter and first half of fiscal 2014 and 2013, respectively | — | 4 | — | 4 | ||||||||||
Unrealized (losses) gain on interest rate cash flow hedge, net of tax effects of $(222), $(315) $91 and $(678) for the second quarter and first half of fiscal 2014 and 2013, respectively | (332 | ) | (473 | ) | 137 | (1,017 | ) | |||||||
Reclassification adjustment, net of tax effects of $0, $0 ,$0 and $(3) for the second quarter and first half of fiscal 2014 and 2013, respectively | — | — | — | (5 | ) | |||||||||
Total unrealized (losses) gains, net | (332 | ) | (469 | ) | 137 | (1,018 | ) | |||||||
Total comprehensive income (loss) | $ | 5,135 | $ | (259 | ) | $ | 8,768 | $ | (5,699 | ) |
Debt_Tables
Debt (Tables) | 6 Months Ended | |||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||
Debt | ' | |||||||||||||||||||
Schedule of short and long-term debt | ' | |||||||||||||||||||
Short and long-term debt consists of the following (in thousands): | ||||||||||||||||||||
September 28, | March 30, | |||||||||||||||||||
2013 | 2013 | |||||||||||||||||||
ABL Facility agreement, maturing January 13, 2017, with available borrowing up to $175,000, interest due quarterly, with unpaid principal and accrued interest due January 13, 2017 | $ | — | $ | — | ||||||||||||||||
First Lien Term Loan Facility agreement, maturing on January 13, 2019, payable in quarterly installments of $1,309, plus interest, commencing March 31, 2012 through December 31, 2019, with unpaid principal and accrued interest due January 13, 2019, net of unamortized OID of $9,362 and $10,126 as of September 28, 2013 and March 30, 2013, respectively | 504,450 | 508,325 | ||||||||||||||||||
Senior Notes (unsecured) maturing December 15, 2019, unpaid principal and accrued interest due on December 15, 2019 | 250,000 | 250,000 | ||||||||||||||||||
Total long-term debt | 754,450 | 758,325 | ||||||||||||||||||
Less: current portion of long-term debt | 3,216 | 8,567 | ||||||||||||||||||
Long-term debt, net of current portion | $ | 751,234 | $ | 749,758 | ||||||||||||||||
Schedule of deferred financing costs | ' | |||||||||||||||||||
As of September 28, 2013 and March 30, 2013, the deferred financing costs are as follows (in thousands): | ||||||||||||||||||||
September 28, 2013 | March 30, 2013 | |||||||||||||||||||
Deferred financing costs | Gross Carrying | Accumulated | Net | Gross Carrying | Accumulated | Net | ||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||
ABL Facility | $ | 3,078 | $ | (1,053 | ) | $ | 2,025 | $ | 3,078 | $ | (746 | ) | $ | 2,332 | ||||||
First Lien Term Loan Facility | 9,308 | (1,793 | ) | 7,515 | 9,308 | (1,179 | ) | 8,129 | ||||||||||||
Senior Notes | 11,761 | (1,733 | ) | 10,028 | 11,761 | (1,206 | ) | 10,555 | ||||||||||||
Total deferred financing costs | $ | 24,147 | $ | (4,579 | ) | $ | 19,568 | $ | 24,147 | $ | (3,131 | ) | $ | 21,016 | ||||||
Schedule of significant components of interest expense | ' | |||||||||||||||||||
The significant components of interest expense are as follows (in thousands): | ||||||||||||||||||||
For the Second Quarter Ended | For the First Half Ended | |||||||||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
First lien term loan facility | $ | 7,033 | $ | 7,299 | $ | 13,591 | $ | 14,753 | ||||||||||||
ABL facility | 224 | 221 | 449 | 383 | ||||||||||||||||
Senior notes | 6,799 | 6,951 | 13,597 | 13,903 | ||||||||||||||||
Amortization of deferred financing costs and OID | 1,111 | 1,059 | 2,212 | 2,059 | ||||||||||||||||
Other interest expense | 7 | 7 | 13 | 16 | ||||||||||||||||
Interest expense | $ | 15,174 | $ | 15,537 | $ | 29,862 | $ | 31,114 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Derivative Financial Instruments | ' | |||||||||||||
Summary of the recorded amounts included in the consolidated balance sheets | ' | |||||||||||||
A summary of the recorded amounts included in the consolidated balance sheets is as follows (in thousands): | ||||||||||||||
September 28, | March 30, | |||||||||||||
2013 | 2013 | |||||||||||||
Derivatives designated as cash flow hedging instruments | ||||||||||||||
Interest rate swap (included in other current liabilities) | $ | 1,187 | $ | 381 | ||||||||||
Interest rate swap (included in other liabilities) | $ | 1,110 | $ | 2,249 | ||||||||||
Accumulated other comprehensive loss, net of tax (included in shareholders’ equity) | $ | 1,115 | $ | 1,252 | ||||||||||
Summary of recorded amounts included in the unaudited consolidated statements of comprehensive income (loss) | ' | |||||||||||||
A summary of recorded amounts included in the unaudited consolidated statements of comprehensive income (loss) is as follows (in thousands): | ||||||||||||||
For the Second Quarter Ended | For the First Half Ended | |||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Derivatives designated as cash flow hedging instruments: | ||||||||||||||
Loss (gain) related to effective portion of derivative recognized in OCI | $ | 332 | $ | 473 | $ | (137 | ) | $ | 1,017 | |||||
Loss (gain) related to ineffective portion of derivative recognized in interest expense | $ | 208 | $ | 366 | $ | (114 | ) | $ | 642 | |||||
Derivatives not designated as hedging instruments: | ||||||||||||||
Loss recognized in other expense | $ | — | $ | 3 | $ | — | $ | 23 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||
Schedule of financial assets and liabilities recorded at fair value on a recurring basis, by level within the fair value hierarchy | ' | |||||||||||||
The Company utilizes the best available information in measuring fair value. The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of September 28, 2013 (in thousands): | ||||||||||||||
September 28, 2013 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
ASSETS | ||||||||||||||
Other assets — assets that fund deferred compensation | $ | 1,070 | $ | 1,070 | $ | — | $ | — | ||||||
LIABILITES | ||||||||||||||
Other current liabilities — interest rate swap | $ | 1,187 | $ | — | $ | 1,187 | $ | — | ||||||
Other long-term liabilities — interest rate swap | $ | 1,100 | $ | — | $ | 1,100 | $ | — | ||||||
Other long-term liabilities — deferred compensation | $ | 1,070 | $ | 1,070 | $ | — | $ | — | ||||||
The following table summarizes, by level within the fair value hierarchy, the financial assets and liabilities recorded at fair value on a recurring basis as of March 30, 2013 (in thousands): | ||||||||||||||
March 30, 2013 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
ASSETS | ||||||||||||||
Other assets — assets that fund deferred compensation | $ | 1,153 | $ | 1,153 | $ | — | $ | — | ||||||
LIABILITES | ||||||||||||||
Other current liabilities — interest rate swap | $ | 381 | $ | — | $ | 381 | $ | — | ||||||
Other long-term liabilities — interest rate swap | $ | 2,249 | $ | — | $ | 2,249 | $ | — | ||||||
Other long-term liabilities — deferred compensation | $ | 1,153 | $ | 1,153 | $ | — | $ | — |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Stock-Based Compensation | ' | ||||||||
Schedule of assumptions made for estimating the fair value of stock options at the date of grant using the Black-Scholes pricing model | ' | ||||||||
For the First Half Ended | |||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Weighted-average fair value of options granted | $ | 357.07 | $ | 374.29 | |||||
Risk free interest rate | 1.51 | % | 0.72 | % | |||||
Expected life (in years) | 6.5 | 6.32 | |||||||
Expected stock price volatility | 33.83 | % | 37.9 | % | |||||
Expected dividend yield | None | None | |||||||
Summary of stock option activity | ' | ||||||||
Number of | Weighted Average | Weighted Average | |||||||
Shares | Exercise Price | Remaining | |||||||
Contractual Life | |||||||||
(Years) | |||||||||
Options outstanding at the beginning of the period | 55,279 | $ | 1,000 | ||||||
Granted | 3,670 | $ | 1,000 | ||||||
Exercised | — | $ | — | ||||||
Cancelled | (1,056 | ) | $ | 1,000 | |||||
Outstanding at the end of the period | 57,893 | $ | 1,000 | 4.4 | |||||
Exercisable at the end of the period | 38,661 | $ | 1,000 | 2.3 | |||||
Exercisable and expected to vest at the end of the period | 55,455 | $ | 1,000 | 4.3 | |||||
Summary of stock awards available for grant | ' | ||||||||
Number of Shares | |||||||||
Available for grant as of March 30, 2013 | 19,324 | ||||||||
Authorized | 10,397 | ||||||||
Granted | (3,670 | ) | |||||||
Cancelled | 1,056 | ||||||||
Available for grant at September 28, 2013 | 27,107 |
Other_Accrued_Expenses_Tables
Other Accrued Expenses (Tables) | 6 Months Ended | |||||||
Sep. 28, 2013 | ||||||||
Other Accrued Expenses | ' | |||||||
Schedule of other accrued expenses | ' | |||||||
Other accrued expenses as of September 28, 2013 and March 30, 2013 are as follows (in thousands): | ||||||||
September 28, | March 30, | |||||||
2013 | 2013 | |||||||
Accrued interest | $ | 12,358 | $ | 9,243 | ||||
Accrued occupancy costs | 10,546 | 7,514 | ||||||
Accrued professional fees, outside services and advertising | 4,880 | 3,271 | ||||||
Accrued legal reserves and fees | 4,607 | 3,367 | ||||||
Other | 8,000 | 6,300 | ||||||
Total other accrued expenses | $ | 40,391 | $ | 29,695 |
Financial_Guarantees_Tables
Financial Guarantees (Tables) | 6 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Supplemental financial information | ' | |||||||||||||
Schedule of condensed consolidating balance sheets | ' | |||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||
As of September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
ASSETS | ||||||||||||||
Current Assets: | ||||||||||||||
Cash | $ | 75,828 | $ | 1,550 | $ | — | $ | 77,378 | ||||||
Accounts receivable, net | 1,705 | 189 | — | 1,894 | ||||||||||
Income taxes receivable | 3,775 | — | — | 3,775 | ||||||||||
Deferred income taxes | 35,377 | — | — | 35,377 | ||||||||||
Inventories, net | 169,579 | 27,885 | — | 197,464 | ||||||||||
Assets held for sale | 2,106 | — | — | 2,106 | ||||||||||
Other | 16,830 | 1,446 | — | 18,276 | ||||||||||
Total current assets | 305,200 | 31,070 | — | 336,270 | ||||||||||
Property and equipment, net | 418,393 | 63,083 | — | 481,476 | ||||||||||
Deferred financing costs, net | 19,568 | — | — | 19,568 | ||||||||||
Equity investments and advances to subsidiaries | 180,065 | 98,887 | (278,952 | ) | — | |||||||||
Intangible assets, net | 465,692 | 2,630 | — | 468,322 | ||||||||||
Goodwill | 479,745 | — | — | 479,745 | ||||||||||
Deposits and other assets | 4,592 | 465 | — | 5,057 | ||||||||||
Total assets | $ | 1,873,255 | $ | 196,135 | $ | (278,952 | ) | $ | 1,790,438 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
Current Liabilities: | ||||||||||||||
Accounts payable | $ | 64,928 | $ | 8,352 | $ | — | $ | 73,280 | ||||||
Intercompany payable | 98,888 | 91,454 | (190,342 | ) | — | |||||||||
Payroll and payroll-related | 22,295 | 1,786 | — | 24,081 | ||||||||||
Sales tax | 5,880 | 473 | — | 6,353 | ||||||||||
Other accrued expenses | 36,577 | 3,814 | — | 40,391 | ||||||||||
Workers’ compensation | 37,125 | 90 | — | 37,215 | ||||||||||
Current portion of long-term debt | 3,216 | — | — | 3,216 | ||||||||||
Current portion of capital lease obligation | 86 | — | — | 86 | ||||||||||
Total current liabilities | 268,995 | 105,969 | (190,342 | ) | 184,622 | |||||||||
Long-term debt, net of current portion | 751,234 | — | — | 751,234 | ||||||||||
Unfavorable lease commitments, net | 12,432 | 490 | — | 12,922 | ||||||||||
Deferred rent | 8,583 | 1,066 | — | 9,649 | ||||||||||
Deferred compensation liability | 1,070 | — | — | 1,070 | ||||||||||
Capital lease obligation, net of current portion | 227 | — | — | 227 | ||||||||||
Long-term deferred income taxes | 181,634 | — | — | 181,634 | ||||||||||
Other liabilities | 6,660 | — | — | 6,660 | ||||||||||
Total liabilities | 1,230,835 | 107,525 | (190,342 | ) | 1,148,018 | |||||||||
Shareholders’ Equity: | ||||||||||||||
Preferred stock | — | — | — | — | ||||||||||
Common stock | — | — | — | — | ||||||||||
Additional paid-in capital | 649,106 | 99,943 | (99,943 | ) | 649,106 | |||||||||
Accumulated deficit | (5,571 | ) | (11,333 | ) | 11,333 | (5,571 | ) | |||||||
Other comprehensive loss | (1,115 | ) | — | — | (1,115 | ) | ||||||||
Total shareholders’ equity | 642,420 | 88,610 | (88,610 | ) | 642,420 | |||||||||
Total liabilities and shareholders’ equity | $ | 1,873,255 | $ | 196,135 | $ | (278,952 | ) | $ | 1,790,438 | |||||
CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||
As of March 30, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
ASSETS | ||||||||||||||
Current Assets: | ||||||||||||||
Cash | $ | 45,841 | $ | 113 | $ | (478 | ) | $ | 45,476 | |||||
Accounts receivable, net | 1,672 | 179 | — | 1,851 | ||||||||||
Income taxes receivable | 3,969 | — | — | 3,969 | ||||||||||
Deferred income taxes | 33,139 | — | — | 33,139 | ||||||||||
Inventories, net | 172,068 | 29,533 | — | 201,601 | ||||||||||
Assets held for sale | 2,106 | — | — | 2,106 | ||||||||||
Other | 15,300 | 1,070 | — | 16,370 | ||||||||||
Total current assets | 274,095 | 30,895 | (478 | ) | 304,512 | |||||||||
Property and equipment, net | 413,543 | 62,508 | — | 476,051 | ||||||||||
Deferred financing costs, net | 21,016 | — | — | 21,016 | ||||||||||
Equity investments and advances to subsidiaries | 119,642 | 34,631 | (154,273 | ) | — | |||||||||
Intangible assets, net | 468,593 | 2,766 | — | 471,359 | ||||||||||
Goodwill | 479,745 | — | — | 479,745 | ||||||||||
Deposits and other assets | 4,191 | 363 | — | 4,554 | ||||||||||
Total assets | $ | 1,780,825 | $ | 131,163 | $ | (154,751 | ) | $ | 1,757,237 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
Current Liabilities: | ||||||||||||||
Accounts payable | $ | 46,595 | $ | 3,894 | $ | (478 | ) | $ | 50,011 | |||||
Intercompany payable | 32,991 | 28,075 | (61,066 | ) | — | |||||||||
Payroll and payroll-related | 15,798 | 1,298 | — | 17,096 | ||||||||||
Sales tax | 6,628 | 572 | — | 7,200 | ||||||||||
Other accrued expenses | 26,892 | 2,803 | — | 29,695 | ||||||||||
Workers’ compensation | 39,423 | 75 | — | 39,498 | ||||||||||
Current portion of long-term debt | 8,567 | — | — | 8,567 | ||||||||||
Current portion of capital lease obligation | 83 | — | — | 83 | ||||||||||
Total current liabilities | 176,977 | 36,717 | (61,544 | ) | 152,150 | |||||||||
Long-term debt, net of current portion | 749,758 | — | — | 749,758 | ||||||||||
Unfavorable lease commitments, net | 14,200 | 633 | — | 14,833 | ||||||||||
Deferred rent | 4,217 | 606 | — | 4,823 | ||||||||||
Deferred compensation liability | 1,153 | — | — | 1,153 | ||||||||||
Capital lease obligation, net of current portion | 271 | — | — | 271 | ||||||||||
Long-term deferred income taxes | 186,851 | — | — | 186,851 | ||||||||||
Other liabilities | 8,428 | — | — | 8,428 | ||||||||||
Total liabilities | 1,141,855 | 37,956 | (61,544 | ) | 1,118,267 | |||||||||
Shareholders’ Equity: | ||||||||||||||
Preferred stock | — | — | — | — | ||||||||||
Common stock | — | — | — | — | ||||||||||
Additional paid-in capital | 654,424 | 99,943 | (99,943 | ) | 654,424 | |||||||||
Accumulated deficit | (14,202 | ) | (6,736 | ) | 6,736 | (14,202 | ) | |||||||
Other comprehensive loss | (1,252 | ) | — | — | (1,252 | ) | ||||||||
Total shareholders’ equity | 638,970 | 93,207 | (93,207 | ) | 638,970 | |||||||||
Total liabilities and shareholders’ equity | $ | 1,780,825 | $ | 131,163 | $ | (154,751 | ) | $ | 1,757,237 | |||||
Schedule of condensed consolidated statements of comprehensive income (loss) | ' | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
For the Second Quarter Ended September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 404,801 | $ | 39,122 | $ | — | $ | 443,923 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 251,240 | 25,878 | — | 277,118 | ||||||||||
Gross profit | 153,561 | 13,244 | — | 166,805 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 124,964 | 13,947 | — | 138,911 | ||||||||||
Depreciation and amortization | 13,500 | 2,627 | — | 16,127 | ||||||||||
Total selling, general and administrative expenses | 138,464 | 16,574 | — | 155,038 | ||||||||||
Operating income (loss) | 15,097 | (3,330 | ) | — | 11,767 | |||||||||
Other expense: | ||||||||||||||
Interest expense | 15,174 | — | — | 15,174 | ||||||||||
Equity in (earnings) loss of subsidiaries | 3,330 | — | (3,330 | ) | — | |||||||||
Total other expense, net | 18,504 | — | (3,330 | ) | 15,174 | |||||||||
Loss before provision for income taxes | (3,407 | ) | (3,330 | ) | 3,330 | (3,407 | ) | |||||||
Benefit for income taxes | (8,874 | ) | — | — | (8,874 | ) | ||||||||
Net income (loss) | $ | 5,467 | $ | (3,330 | ) | $ | 3,330 | $ | 5,467 | |||||
Comprehensive income | $ | 5,135 | $ | — | $ | — | $ | 5,135 | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
For the First Half Ended September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 801,326 | $ | 76,463 | $ | — | $ | 877,789 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 493,916 | 49,881 | — | 543,797 | ||||||||||
Gross profit | 307,410 | 26,582 | — | 333,992 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 244,725 | 26,018 | — | 270,743 | ||||||||||
Depreciation and amortization | 26,734 | 5,161 | — | 31,895 | ||||||||||
Total selling, general and administrative expenses | 271,459 | 31,179 | — | 302,638 | ||||||||||
Operating income (loss) | 35,951 | (4,597 | ) | — | 31,354 | |||||||||
Other (income) expense: | ||||||||||||||
Interest income | (15 | ) | — | — | (15 | ) | ||||||||
Interest expense | 29,862 | — | — | 29,862 | ||||||||||
Equity in (earnings) loss of subsidiaries | 4,597 | — | (4,597 | ) | — | |||||||||
Total other expense, net | 34,444 | — | (4,597 | ) | 29,847 | |||||||||
Income (loss) before provision for income taxes | 1,507 | (4,597 | ) | 4,597 | 1,507 | |||||||||
Benefit for income taxes | (7,124 | ) | — | — | (7,124 | ) | ||||||||
Net income (loss) | $ | 8,631 | $ | (4,597 | ) | $ | 4,597 | $ | 8,631 | |||||
Comprehensive income | $ | 8,768 | $ | — | $ | — | $ | 8,768 | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||||||||
For the Second Quarter Ended September 29, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 359,352 | $ | 34,011 | $ | — | $ | 393,363 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 220,996 | 21,703 | — | 242,699 | ||||||||||
Gross profit | 138,356 | 12,308 | — | 150,664 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 108,694 | 11,668 | — | 120,362 | ||||||||||
Depreciation and amortization | 12,001 | 2,372 | — | 14,373 | ||||||||||
Total selling, general and administrative expenses | 120,695 | 14,040 | — | 134,735 | ||||||||||
Operating income (loss) | 17,661 | (1,732 | ) | — | 15,929 | |||||||||
Other (income) expense: | ||||||||||||||
Interest income | (35 | ) | — | — | (35 | ) | ||||||||
Interest expense | 15,537 | — | — | 15,537 | ||||||||||
Equity in (earnings) loss of subsidiaries | 1,732 | — | (1,732 | ) | — | |||||||||
Other | 3 | — | — | 3 | ||||||||||
Total other expense (income), net | 17,237 | — | (1,732 | ) | 15,505 | |||||||||
Income (loss) before provision for income taxes | 424 | (1,732 | ) | 1,732 | 424 | |||||||||
Provision for income taxes | 214 | — | — | 214 | ||||||||||
Net income (loss) | $ | 210 | $ | (1,732 | ) | $ | 1,732 | $ | 210 | |||||
Comprehensive loss | $ | (259 | ) | $ | — | $ | — | $ | (259 | ) | ||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||||||||
For the First Half Ended September 29, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Net Sales: | ||||||||||||||
Total sales | $ | 724,627 | $ | 69,686 | $ | — | $ | 794,313 | ||||||
Cost of sales (excluding depreciation and amortization expense shown separately below) | 442,579 | 44,022 | — | 486,601 | ||||||||||
Gross profit | 282,048 | 25,664 | — | 307,712 | ||||||||||
Selling, general and administrative expenses: | ||||||||||||||
Operating expenses | 215,724 | 23,409 | — | 239,133 | ||||||||||
Depreciation and amortization | 23,537 | 5,029 | — | 28,566 | ||||||||||
Total selling, general and administrative expenses | 239,261 | 28,438 | — | 267,699 | ||||||||||
Operating income (loss) | 42,787 | (2,774 | ) | — | 40,013 | |||||||||
Other (income) expense: | ||||||||||||||
Interest income | (215 | ) | (44 | ) | — | (259 | ) | |||||||
Interest expense | 31,114 | — | — | 31,114 | ||||||||||
Equity in (earnings) loss of subsidiaries | 2,730 | — | (2,730 | ) | — | |||||||||
Loss on extinguishment of debt | 16,346 | — | — | 16,346 | ||||||||||
Other | 67 | — | — | 67 | ||||||||||
Total other expense (income), net | 50,042 | (44 | ) | (2,730 | ) | 47,268 | ||||||||
Loss before provision for income taxes | (7,255 | ) | (2,730 | ) | 2,730 | (7,255 | ) | |||||||
Benefit for income taxes | (2,574 | ) | — | — | (2,574 | ) | ||||||||
Net loss | $ | (4,681 | ) | $ | (2,730 | ) | $ | 2,730 | $ | (4,681 | ) | |||
Comprehensive loss | $ | (5,699 | ) | $ | — | $ | — | $ | (5,699 | ) | ||||
Schedule of condensed consolidated statements of cash flows | ' | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
For the First Half Ended September 28, 2013 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantor | Adjustments | |||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net cash provided by operating activities | $ | 61,629 | $ | 6,286 | $ | 478 | $ | 68,393 | ||||||
Cash flows from investing activities: | ||||||||||||||
Purchases of property and equipment | (27,498 | ) | (4,850 | ) | — | (32,348 | ) | |||||||
Proceeds from sales of fixed assets | 536 | 1 | — | 537 | ||||||||||
Net cash used in investing activities | (26,962 | ) | (4,849 | ) | — | (31,811 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||
Payment of debt | (4,639 | ) | — | — | (4,639 | ) | ||||||||
Payments of capital lease obligation | (41 | ) | — | — | (41 | ) | ||||||||
Net cash used in financing activities | (4,680 | ) | — | — | (4,680 | ) | ||||||||
Net increase in cash | 29,987 | 1,437 | 478 | 31,902 | ||||||||||
Cash — beginning of period | 45,841 | 113 | (478 | ) | 45,476 | |||||||||
Cash — end of period | $ | 75,828 | $ | 1,550 | $ | — | $ | 77,378 | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
For the First Half Ended September 29, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
(Unaudited) | ||||||||||||||
Issuer | Subsidiary | Consolidating | Consolidated | |||||||||||
Guarantors | Adjustments | |||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net cash provided by operating activities | $ | 33,925 | $ | 553 | $ | — | $ | 34,478 | ||||||
Cash flows from investing activities: | ||||||||||||||
Purchases of property and equipment | (18,553 | ) | (1,308 | ) | — | (19,861 | ) | |||||||
Proceeds from sale of fixed assets | 11,549 | — | — | 11,549 | ||||||||||
Purchases of investments | (449 | ) | — | — | (449 | ) | ||||||||
Proceeds from sale of investments | 2,470 | — | — | 2,470 | ||||||||||
Investment in subsidiaries | (4,213 | ) | — | 4,213 | — | |||||||||
Net cash used in investing activities | (9,196 | ) | (1,308 | ) | 4,213 | (6,291 | ) | |||||||
Cash flows from financing activities: | ||||||||||||||
Payment of debt | (2,618 | ) | — | — | (2,618 | ) | ||||||||
Payments of capital lease obligation | (38 | ) | — | — | (38 | ) | ||||||||
Payment of debt issuance costs | (11,230 | ) | — | — | (11,230 | ) | ||||||||
Capital contributions | — | 4,213 | (4,213 | ) | — | |||||||||
Net cash (used in) provided by financing activities | (13,886 | ) | 4,213 | (4,213 | ) | (13,886 | ) | |||||||
Net increase in cash | 10,843 | 3,458 | — | 14,301 | ||||||||||
Cash — beginning of period | 23,793 | 3,973 | — | 27,766 | ||||||||||
Cash — end of period | $ | 34,636 | $ | 7,431 | $ | — | $ | 42,067 |
Basis_of_Presentation_and_Summ3
Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
item | ||
Nature of Business | ' | ' |
Stores in operation | 329 | ' |
Fiscal Periods | ' | ' |
Number of quarters in a fiscal year | 4 | ' |
Number of weeks in period | 52 | ' |
Number of days in a fiscal year | 364 | ' |
Number of weeks in a fiscal year every five to six years | 53 | ' |
Days In Each Fiscal Quarter | '91 days | '91 days |
Days in First Half of Fiscal Year | '182 days | '182 days |
Weeks In Current Fiscal Year | 52 | ' |
Cash | ' | ' |
Number of business days within which the majority of payments are due for the settlement of debit and credit card transactions | '3 days | ' |
Book overdrafts included in accounts payable | $3.10 | ' |
Minimum | ' | ' |
Fiscal Periods | ' | ' |
Period during which fiscal years includes 53 weeks | '5 years | ' |
Inventories | ' | ' |
Holding period for inventory reserve | '12 months | ' |
Maximum | ' | ' |
Fiscal Periods | ' | ' |
Period during which fiscal years includes 53 weeks | '6 years | ' |
California | ' | ' |
Nature of Business | ' | ' |
Stores in operation | 238 | ' |
Texas | ' | ' |
Nature of Business | ' | ' |
Stores in operation | 43 | ' |
Arizona | ' | ' |
Nature of Business | ' | ' |
Stores in operation | 31 | ' |
Nevada | ' | ' |
Nature of Business | ' | ' |
Stores in operation | 17 | ' |
Basis_of_Presentation_and_Summ4
Basis of Presentation and Summary of Significant Accounting Policies (Details 2) | 6 Months Ended |
Sep. 28, 2013 | |
Owned buildings and improvements | Maximum | ' |
Property and equipment | ' |
Property, Plant and Equipment, Useful Life | '30 years |
Fixtures and equipment | ' |
Property and equipment | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Transportation equipment | Minimum | ' |
Property and equipment | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Transportation equipment | Maximum | ' |
Property and equipment | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Information and technology major corporate systems | Maximum | ' |
Property and equipment | ' |
Property, Plant and Equipment, Useful Life | '7 years |
Information and technology stand alone systems | Maximum | ' |
Property and equipment | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Basis_of_Presentation_and_Summ5
Basis of Presentation and Summary of Significant Accounting Policies (Details 3) | 6 Months Ended |
Sep. 28, 2013 | |
item | |
Goodwill and Other Intangible Assets | ' |
Number of reporting units | 2 |
Basis_of_Presentation_and_Summ6
Basis of Presentation and Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Advertising | ' | ' | ' | ' |
Advertising Expense | $1.70 | $1.30 | $3.10 | $2.60 |
Goodwill_and_Other_Intangibles2
Goodwill and Other Intangibles (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 |
Indefinite lived intangible assets: | ' | ' |
Goodwill | $479,745 | $479,745 |
Total indefinite lived intangible assets | 889,745 | 889,745 |
Finite lived intangible assets: | ' | ' |
Gross Carrying Amount | 68,723 | 68,723 |
Accumulated Amortization | -10,401 | -7,364 |
Net Carrying Amount | 58,322 | 61,359 |
Total goodwill and other intangible assets, Gross Carrying Amount | 958,468 | 958,468 |
Total goodwill and other intangible assets, Net Carrying Amount | 948,067 | 951,104 |
Trademarks | ' | ' |
Finite lived intangible assets: | ' | ' |
Remaining Amortization Life | '18 years | '19 years |
Gross Carrying Amount | 2,000 | 2,000 |
Accumulated Amortization | -171 | -121 |
Net Carrying Amount | 1,829 | 1,879 |
Bargain Wholesale customer relationships | ' | ' |
Finite lived intangible assets: | ' | ' |
Remaining Amortization Life | '10 years | '11 years |
Gross Carrying Amount | 20,000 | 20,000 |
Accumulated Amortization | -2,853 | -2,019 |
Net Carrying Amount | 17,147 | 17,981 |
Favorable leases | ' | ' |
Finite lived intangible assets: | ' | ' |
Gross Carrying Amount | 46,723 | 46,723 |
Accumulated Amortization | -7,377 | -5,224 |
Net Carrying Amount | 39,346 | 41,499 |
Favorable leases | Minimum | ' | ' |
Finite lived intangible assets: | ' | ' |
Remaining Amortization Life | '1 year | '1 year |
Favorable leases | Maximum | ' | ' |
Finite lived intangible assets: | ' | ' |
Remaining Amortization Life | '15 years | '16 years |
Trade name | ' | ' |
Indefinite lived intangible assets: | ' | ' |
Net Carrying Amount | $410,000 | $410,000 |
Goodwill_and_Other_Intangibles3
Goodwill and Other Intangibles (Details 2) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 |
Unfavorable leases | ' | ' |
Remaining Amortization Life, minimum | '1 year | '1 year |
Remaining Amortization Life, maximum | '16 years | '17 years |
Gross Carrying Amount | $19,835 | $19,835 |
Accumulated Amortization | -6,913 | -5,002 |
Net Carrying Amount | $12,922 | $14,833 |
Property_and_Equipment_net_Det
Property and Equipment, net (Details) (USD $) | Sep. 28, 2013 | Mar. 30, 2013 |
In Thousands, unless otherwise specified | ||
Property and equipment | ' | ' |
Total property and equipment | $578,798 | $543,397 |
Less: accumulated depreciation and amortization | -97,322 | -67,346 |
Property and equipment, net | 481,476 | 476,051 |
Land | ' | ' |
Property and equipment | ' | ' |
Total property and equipment | 160,446 | 160,446 |
Buildings | ' | ' |
Property and equipment | ' | ' |
Total property and equipment | 90,466 | 90,466 |
Building improvements | ' | ' |
Property and equipment | ' | ' |
Total property and equipment | 66,450 | 64,429 |
Leasehold improvements | ' | ' |
Property and equipment | ' | ' |
Total property and equipment | 124,027 | 112,779 |
Fixtures and equipment | ' | ' |
Property and equipment | ' | ' |
Total property and equipment | 84,471 | 76,831 |
Transportation equipment | ' | ' |
Property and equipment | ' | ' |
Total property and equipment | 9,745 | 7,497 |
Construction in progress | ' | ' |
Property and equipment | ' | ' |
Total property and equipment | $43,193 | $30,949 |
Comprehensive_Income_Details
Comprehensive Income (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Comprehensive Income | ' | ' | ' | ' |
Net income (loss) | $5,467 | $210 | $8,631 | ($4,681) |
Unrealized holding gains on marketable securities | ' | 4 | ' | 4 |
Unrealized (losses) gain on interest rate cash flow hedge | -332 | -473 | 137 | -1,017 |
Reclassification adjustment, net of tax effects | ' | ' | ' | -5 |
Other comprehensive (loss) income, net of tax | -332 | -469 | 137 | -1,018 |
Comprehensive income (loss) | 5,135 | -259 | 8,768 | -5,699 |
Tax effect of unrealized holding gains on marketable securities | 0 | 3 | 0 | 3 |
Tax effects of unrealized gains (losses) on interest rate cash flow hedge | -222 | -315 | 91 | -678 |
Tax effect of reclassification adjustment | $0 | $0 | $0 | ($3) |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Mar. 30, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 30, 2013 | Jan. 13, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Sep. 28, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Sep. 28, 2013 | Apr. 04, 2012 | Jul. 27, 2013 | Jan. 31, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Mar. 30, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jan. 13, 2012 | Sep. 28, 2013 | Jan. 13, 2012 | Sep. 28, 2013 | Apr. 04, 2012 | Sep. 28, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Mar. 30, 2013 | Apr. 04, 2012 | Apr. 04, 2012 | Apr. 04, 2012 | Apr. 04, 2012 | Sep. 28, 2013 | Oct. 08, 2013 | |
ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | First Lien Term Loan Facility | Prime rate loans | Prime rate loans | Eurocurrency loans | Eurocurrency loans | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | First Lien Term Loan Facility Amended April 2012 | First Lien Term Loan Facility Amended April 2012 | First Lien Term Loan Facility Amended April 2012 | Amended ABL Facility | Amended ABL Facility | First Lien Term Loan Facility Amended October 2013 | ||||||
Prime rate | Base rate | Base rate | Federal funds rate | One month adjusted Eurocurrency rate | LIBOR | LIBOR | Prime rate | Prime rate | Base rate | Federal funds rate | One month adjusted Eurocurrency rate | One month adjusted Eurocurrency rate | LIBOR | Interest Rate Swap | Interest Rate Swap | Interest Rate Cap | Prime rate | Eurocurrency loan | Base rate | LIBOR | |||||||||||||||||||||||||||||||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt | $754,450,000 | ' | $754,450,000 | ' | $758,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $504,450,000 | ' | $504,450,000 | ' | $508,325,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000,000 | ' | $250,000,000 | ' | $250,000,000 | ' | ' | ' | ' | ' | ' |
Less: current portion of long-term debt | 3,216,000 | ' | 3,216,000 | ' | 8,567,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current portion | 751,234,000 | ' | 751,234,000 | ' | 749,758,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized OID | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,362,000 | ' | 9,362,000 | ' | 10,126,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Carrying Amount | 24,147,000 | ' | 24,147,000 | ' | 24,147,000 | 3,078,000 | ' | 3,078,000 | ' | ' | 3,078,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,308,000 | ' | 9,308,000 | ' | 9,308,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,761,000 | ' | 11,761,000 | ' | 11,761,000 | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | -4,579,000 | ' | -4,579,000 | ' | -3,131,000 | -1,053,000 | ' | -1,053,000 | ' | ' | -746,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,793,000 | ' | -1,793,000 | ' | -1,179,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,733,000 | ' | -1,733,000 | ' | -1,206,000 | ' | ' | ' | ' | ' | ' |
Net Amount | 19,568,000 | ' | 19,568,000 | ' | 21,016,000 | 2,025,000 | ' | 2,025,000 | ' | ' | 2,332,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,515,000 | ' | 7,515,000 | ' | 8,129,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,028,000 | ' | 10,028,000 | ' | 10,555,000 | ' | ' | ' | ' | ' | ' |
Debt Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 525,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 |
Amount outstanding | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in borrowing capacity available under certain circumstances | ' | ' | ' | ' | ' | 50,000,000 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Scheduled quarterly payments as a percentage of original principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% |
Variable rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.00% | ' | 0.50% | ' | 1.00% | 5.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 4.00% | ' | ' | ' |
Description of basis rate use for variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Prime rate | 'Prime rate | ' | 'Federal Funds Rate | 'One month adjusted Eurocurrency rate | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Prime rate | 'Base rate | 'federal funds | ' | 'One month adjusted Eurocurrency rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' |
Term of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, variable interest rate floor (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' |
Refinancing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,200,000 | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | 16,346,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,300,000 | ' | ' | ' | ' | ' |
Additional Deferred debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' |
Additional unamortized OID | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,900,000 | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | 5,000,000 | ' | ' |
Interest rate at the end of the period (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.25% | ' | 5.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate at the end of the period (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin at the end of the period (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of excess cash flow to be used for prepayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stepdown percentage one of excess cash flow to be used for prepayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stepdown percentage two of excess cash flow to be used for prepayment of debt (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess cash flow payment required | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required period for delivery of audited financial statements under compliance with the debt covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' |
Grace period for delivery of audited financial statements under compliance with the debt covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' |
Aggregate notional amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 261,800,000 | 261,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective fixed interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.36% | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees paid to enter into agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee on unused commitments (as a percent) | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available | ' | ' | ' | ' | ' | 133,900,000 | ' | 133,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | ' | ' | ' | ' | 1,600,000 | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Scheduled quarterly payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,309,000 | ' | 1,309,000 | ' | 1,309,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | 175,000,000 | ' | 175,000,000 | ' | ' | ' | 175,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 525,000,000 | ' | 525,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Significant components of interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest debt expense | ' | ' | ' | ' | ' | 224,000 | 221,000 | 449,000 | 383,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,033,000 | 7,299,000 | 13,591,000 | 14,753,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,799,000 | 6,951,000 | 13,597,000 | 13,903,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing costs and OID | 1,111,000 | 1,059,000 | 2,212,000 | 2,059,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other interest expense | 7,000 | 7,000 | 13,000 | 16,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | $15,174,000 | $15,537,000 | $29,862,000 | $31,114,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||
Sep. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | 26-May-12 | Sep. 28, 2013 | 26-May-12 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | |
Derivatives not designated as hedging instruments | Derivatives not designated as hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Interest Rate Cap | Interest Rate Cap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | |
Other expense | Other expense | OCI | OCI | OCI | OCI | Interest expense | Interest expense | Interest expense | Interest expense | Derivatives not designated as hedging instruments | Derivatives not designated as hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | Derivatives designated as cash flow hedging instruments | |
other current liabilities | other current liabilities | other liabilities | other liabilities | Accumulated other comprehensive loss, net of tax (included in shareholders' equity) | Accumulated other comprehensive loss, net of tax (included in shareholders' equity) | |||||||||||||||
Derivative Financial Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate notional amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $261,800,000 | ' | $261,800,000 | ' | ' | ' | ' | ' | ' |
Description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cap Interest rate on LIBOR (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' |
Effective fixed interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.36% | ' | ' | ' | ' | ' | ' | ' |
Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,187,000 | 381,000 | 1,110,000 | 2,249,000 | 1,115,000 | 1,252,000 |
Recorded amounts included in the consolidated statements of comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss (gain) related to effective portion of derivative recognized in OCI | ' | ' | 332,000 | 473,000 | -137,000 | 1,017,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss (gain) related to ineffective portion of derivative recognized in interest expense | ' | ' | ' | ' | ' | ' | 208,000 | 366,000 | -114,000 | 642,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss recognized | $3,000 | $23,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (Fair value measurements on a recurring basis, USD $) | Sep. 28, 2013 | Mar. 30, 2013 |
In Thousands, unless otherwise specified | ||
Total | ' | ' |
ASSETS | ' | ' |
Other assets - assets that fund deferred compensation | $1,070 | $1,153 |
LIABILITES | ' | ' |
Other long-term liabilities - deferred compensation | 1,070 | 1,153 |
Total | Interest Rate Swap | ' | ' |
LIABILITES | ' | ' |
Other current liabilities - interest rate swap | 1,187 | 381 |
Other long-term liabilities - interest rate swap | 1,100 | 2,249 |
Level 1 | ' | ' |
ASSETS | ' | ' |
Other assets - assets that fund deferred compensation | 1,070 | 1,153 |
LIABILITES | ' | ' |
Other long-term liabilities - deferred compensation | 1,070 | 1,153 |
Level 2 | Interest Rate Swap | ' | ' |
LIABILITES | ' | ' |
Other current liabilities - interest rate swap | 1,187 | 381 |
Other long-term liabilities - interest rate swap | 1,100 | 2,249 |
Level 3 | ' | ' |
Fair value of financial instruments | ' | ' |
Assets | 0 | 0 |
Liabilities | $0 | $0 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Details 2) (USD $) | Sep. 28, 2013 | Jan. 13, 2012 | Jan. 31, 2012 | Dec. 29, 2011 | Sep. 28, 2013 | Sep. 28, 2013 | Mar. 30, 2013 |
ABL Facility | ABL Facility | First Lien Term Loan Facility | Senior Notes | Senior Notes | Senior Notes | Senior Notes | |
Level 1 | Level 1 | ||||||
Fair value of financial instruments | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | $175,000,000 | $175,000,000 | ' | ' | ' | ' | ' |
Additional amount borrowed | ' | ' | 525,000,000 | 250,000,000 | ' | ' | ' |
Coupon rate (as a percent) | ' | ' | ' | ' | 11.00% | ' | ' |
Estimated fair value of debt instrument | ' | ' | ' | ' | ' | 281,900,000 | 288,100,000 |
Fair value adjustment to liability incurred or settled | ' | ' | ' | ' | ' | $31,900,000 | $38,100,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||||||||||||||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 27, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | Feb. 27, 2012 | Sep. 28, 2013 | Mar. 30, 2013 | Feb. 27, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Feb. 27, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | |
Amended 2012 Plan | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Stock options | Stock options | Stock options | Stock options | Share repurchase rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | Former Executive Put Rights | |||||
2012 Plan's | 2012 Plan's | 2012 Plan's | 2012 Plan's | 2012 Plan's | Former Chief Executive Officer | Former Executive Vice President of Special Projects | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class A and Class B Common Stock | Class A and Class B Common Stock | Class A and Class B Common Stock | ||||||||||||||||
Number Holdings, Inc. | Number Holdings, Inc. | Number Holdings, Inc. | Maximum | Maximum | Former Chief Executive Officer | Former Chief Administrative Officer | Former Executive Vice President of Special Projects | Former Chief Executive Officer | Former Chief Administrative Officer | Former Executive Vice President of Special Projects | Former Chief Executive Officer | Former Chief Administrative Officer | Former Executive Vice President of Special Projects | ||||||||||||||||||
Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | |||||||||||||||||||||||
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized under the plan | ' | ' | ' | ' | 85,000 | ' | ' | 74,603 | ' | ' | 74,603 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | $0.01 | $0.01 | $0.00 | $0.01 | $0.01 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of shares available under the 2012 Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate exercise price of one share of Class A common stock and for one share of Class B common stock, together (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of rights repurchases after the date of participant's termination of employment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of rights repurchases from the latest date that an option can be exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding (In shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,893 | ' | ' | ' | 24,515 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Separation period from entity during which put rights are available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conditional price per combined share of Class A and Class B stock for repurchase put rights (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | $1,000 | $1,000 |
Number of shares of common stock under the first condition for application of put right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ' | ' | ' |
Value of shares of common stock under the second condition for application of put right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,500,000 | $12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum put right extended exercise period, if exercising the put right is prohibited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period after termination after which put right expires and is deemed unexercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of awards vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | -3,700,000 | 800,000 | -5,318,000 | 1,593,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions made for estimating the fair value of stock options at the date of grant using the Black-Scholes pricing model | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average fair value of options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $357.07 | $374.29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.51% | 0.72% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 6 months | '6 years 3 months 25 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected stock price volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.83% | 37.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation costs, additional disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation cost related to non-vested options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,279 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,670 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,056 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 57,893 | ' | ' | ' | 24,515 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,661 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable and expected to vest at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Contractual Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable and expected to vest at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock awards available for grant under the 2012 Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available for grant at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,324 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,397 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,670 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,056 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available for grant at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (Parent, Sellers, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Oct. 21, 2013 |
Parent | Sellers | ' |
Related-Party transactions | ' |
Aggregate consideration paid by parent for shares | $129.70 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Credit carry-forward | ' | ' | ' | ' |
Income tax benefit | ($8,874,000) | $214,000 | ($7,124,000) | ($2,574,000) |
Effective income tax rate (as a percent) | ' | ' | 472.90% | 35.50% |
California Enterprise Zone | ' | ' | ' | ' |
Credit carry-forward | ' | ' | ' | ' |
Tax credit generation period | ' | ' | '9 months | ' |
Tax credit carryforward, period | ' | ' | '10 years | ' |
Tax credit carryforward, amount | 11,600,000 | ' | 11,600,000 | ' |
Income tax benefit | $7,500,000 | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 6 Months Ended | |
Sep. 28, 2013 | Mar. 30, 2013 | |
Commitments and contingencies | ' | ' |
Estimated workers' compensation claims | $37,215,000 | $39,498,000 |
Penalties or costs demanded | 0 | ' |
Wage and Hour Matters | Shelley Pickett v. 99 Cents Only Stores | Minimum | ' | ' |
Commitments and contingencies | ' | ' |
Civil penalties per violation, per each pay period for each affected employee | 100 | ' |
Wage and Hour Matters | Shelley Pickett v. 99 Cents Only Stores | Maximum | ' | ' |
Commitments and contingencies | ' | ' |
Civil penalties per violation, per each pay period for each affected employee | 200 | ' |
Health Insurance | ' | ' |
Commitments and contingencies | ' | ' |
Self Insured Health Insurance Liability | 500,000 | 500,000 |
Texas | Workers' Compensation | Maximum | ' | ' |
Commitments and contingencies | ' | ' |
Estimated workers' compensation claims | 100,000 | 100,000 |
California | Workers' Compensation | ' | ' |
Commitments and contingencies | ' | ' |
Estimated workers' compensation claims | $37,100,000 | $39,400,000 |
Assets_Held_for_Sale_Details
Assets Held for Sale (Details) (USD $) | Sep. 28, 2013 | Mar. 30, 2013 | Oct. 31, 2013 | Sep. 28, 2013 | Sep. 28, 2013 |
La Quinta land | La Quinta land | Rancho Mirage land | |||
Assets held for sale | ' | ' | ' | ' | ' |
Assets held for sale, current | $2,106,000 | $2,106,000 | ' | $400,000 | ' |
Carrying value of land held for sale | ' | ' | ' | ' | 1,700,000 |
Proceeds from sale of asset | ' | ' | $700,000 | ' | ' |
Other_Accrued_Expenses_Details
Other Accrued Expenses (Details) (USD $) | Sep. 28, 2013 | Mar. 30, 2013 |
In Thousands, unless otherwise specified | ||
Other accrued expenses | ' | ' |
Accrued interest | $12,358 | $9,243 |
Accrued occupancy costs | 10,546 | 7,514 |
Accrued professional fees, outside services and advertising | 4,880 | 3,271 |
Accrued legal reserves and fees | 4,607 | 3,367 |
Other | 8,000 | 6,300 |
Total other accrued expenses | $40,391 | $29,695 |
Financial_Guarantees_Details
Financial Guarantees (Details) (USD $) | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Mar. 31, 2012 | Dec. 29, 2011 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Mar. 31, 2012 | Dec. 29, 2011 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Mar. 31, 2012 | Sep. 28, 2013 | Mar. 30, 2013 |
Senior Notes | Issuer | Issuer | Issuer | Issuer | Issuer | Subsidiary Guarantors | Subsidiary Guarantors | Subsidiary Guarantors | Subsidiary Guarantors | Consolidating Adjustments | Consolidating Adjustments | |||||
Senior Notes | ||||||||||||||||
Supplemental financial information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of debt instrument issued | ' | ' | ' | ' | $250,000,000 | ' | ' | ' | ' | $250,000,000 | ' | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | 77,378,000 | 45,476,000 | 42,067,000 | 27,766,000 | ' | 75,828,000 | 45,841,000 | 34,636,000 | 23,793,000 | ' | 1,550,000 | 113,000 | 7,431,000 | 3,973,000 | ' | -478,000 |
Accounts receivable, net | 1,894,000 | 1,851,000 | ' | ' | ' | 1,705,000 | 1,672,000 | ' | ' | ' | 189,000 | 179,000 | ' | ' | ' | ' |
Income taxes receivable | 3,775,000 | 3,969,000 | ' | ' | ' | 3,775,000 | 3,969,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income taxes | 35,377,000 | 33,139,000 | ' | ' | ' | 35,377,000 | 33,139,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories, net | 197,464,000 | 201,601,000 | ' | ' | ' | 169,579,000 | 172,068,000 | ' | ' | ' | 27,885,000 | 29,533,000 | ' | ' | ' | ' |
Assets held for sale | 2,106,000 | 2,106,000 | ' | ' | ' | 2,106,000 | 2,106,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other | 18,276,000 | 16,370,000 | ' | ' | ' | 16,830,000 | 15,300,000 | ' | ' | ' | 1,446,000 | 1,070,000 | ' | ' | ' | ' |
Total current assets | 336,270,000 | 304,512,000 | ' | ' | ' | 305,200,000 | 274,095,000 | ' | ' | ' | 31,070,000 | 30,895,000 | ' | ' | ' | -478,000 |
Property and equipment, net | 481,476,000 | 476,051,000 | ' | ' | ' | 418,393,000 | 413,543,000 | ' | ' | ' | 63,083,000 | 62,508,000 | ' | ' | ' | ' |
Deferred financing costs, net | 19,568,000 | 21,016,000 | ' | ' | ' | 19,568,000 | 21,016,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity investments and advances to subsidiaries | ' | ' | ' | ' | ' | 180,065,000 | 119,642,000 | ' | ' | ' | 98,887,000 | 34,631,000 | ' | ' | -278,952,000 | -154,273,000 |
Intangible assets, net | 468,322,000 | 471,359,000 | ' | ' | ' | 465,692,000 | 468,593,000 | ' | ' | ' | 2,630,000 | 2,766,000 | ' | ' | ' | ' |
Goodwill | 479,745,000 | 479,745,000 | ' | ' | ' | 479,745,000 | 479,745,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deposits and other assets | 5,057,000 | 4,554,000 | ' | ' | ' | 4,592,000 | 4,191,000 | ' | ' | ' | 465,000 | 363,000 | ' | ' | ' | ' |
Total assets | 1,790,438,000 | 1,757,237,000 | ' | ' | ' | 1,873,255,000 | 1,780,825,000 | ' | ' | ' | 196,135,000 | 131,163,000 | ' | ' | -278,952,000 | -154,751,000 |
Current Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | 73,280,000 | 50,011,000 | ' | ' | ' | 64,928,000 | 46,595,000 | ' | ' | ' | 8,352,000 | 3,894,000 | ' | ' | ' | -478,000 |
Intercompany payable | ' | ' | ' | ' | ' | 98,888,000 | 32,991,000 | ' | ' | ' | 91,454,000 | 28,075,000 | ' | ' | -190,342,000 | -61,066,000 |
Payroll and payroll-related | 24,081,000 | 17,096,000 | ' | ' | ' | 22,295,000 | 15,798,000 | ' | ' | ' | 1,786,000 | 1,298,000 | ' | ' | ' | ' |
Sales tax | 6,353,000 | 7,200,000 | ' | ' | ' | 5,880,000 | 6,628,000 | ' | ' | ' | 473,000 | 572,000 | ' | ' | ' | ' |
Other accrued expenses | 40,391,000 | 29,695,000 | ' | ' | ' | 36,577,000 | 26,892,000 | ' | ' | ' | 3,814,000 | 2,803,000 | ' | ' | ' | ' |
Workers' compensation | 37,215,000 | 39,498,000 | ' | ' | ' | 37,125,000 | 39,423,000 | ' | ' | ' | 90,000 | 75,000 | ' | ' | ' | ' |
Current portion of long-term debt | 3,216,000 | 8,567,000 | ' | ' | ' | 3,216,000 | 8,567,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of capital lease obligation | 86,000 | 83,000 | ' | ' | ' | 86,000 | 83,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities | 184,622,000 | 152,150,000 | ' | ' | ' | 268,995,000 | 176,977,000 | ' | ' | ' | 105,969,000 | 36,717,000 | ' | ' | -190,342,000 | -61,544,000 |
Long-term debt, net of current portion | 751,234,000 | 749,758,000 | ' | ' | ' | 751,234,000 | 749,758,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unfavorable lease commitments, net | 12,922,000 | 14,833,000 | ' | ' | ' | 12,432,000 | 14,200,000 | ' | ' | ' | 490,000 | 633,000 | ' | ' | ' | ' |
Deferred rent | 9,649,000 | 4,823,000 | ' | ' | ' | 8,583,000 | 4,217,000 | ' | ' | ' | 1,066,000 | 606,000 | ' | ' | ' | ' |
Deferred compensation liability | 1,070,000 | 1,153,000 | ' | ' | ' | 1,070,000 | 1,153,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease obligation, net of current portion | 227,000 | 271,000 | ' | ' | ' | 227,000 | 271,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term deferred income taxes | 181,634,000 | 186,851,000 | ' | ' | ' | 181,634,000 | 186,851,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other liabilities | 6,660,000 | 8,428,000 | ' | ' | ' | 6,660,000 | 8,428,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities | 1,148,018,000 | 1,118,267,000 | ' | ' | ' | 1,230,835,000 | 1,141,855,000 | ' | ' | ' | 107,525,000 | 37,956,000 | ' | ' | -190,342,000 | -61,544,000 |
Shareholders' Equity: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | 649,106,000 | 654,424,000 | ' | ' | ' | 649,106,000 | 654,424,000 | ' | ' | ' | 99,943,000 | 99,943,000 | ' | ' | -99,943,000 | -99,943,000 |
Accumulated deficit | -5,571,000 | -14,202,000 | ' | ' | ' | -5,571,000 | -14,202,000 | ' | ' | ' | -11,333,000 | -6,736,000 | ' | ' | 11,333,000 | 6,736,000 |
Other comprehensive loss | -1,115,000 | -1,252,000 | ' | ' | ' | -1,115,000 | -1,252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total shareholders' equity | 642,420,000 | 638,970,000 | ' | ' | ' | 642,420,000 | 638,970,000 | ' | ' | ' | 88,610,000 | 93,207,000 | ' | ' | -88,610,000 | -93,207,000 |
Total liabilities and shareholders' equity | $1,790,438,000 | $1,757,237,000 | ' | ' | ' | $1,873,255,000 | $1,780,825,000 | ' | ' | ' | $196,135,000 | $131,163,000 | ' | ' | ($278,952,000) | ($154,751,000) |
Financial_Guarantees_Details_2
Financial Guarantees (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Net Sales: | ' | ' | ' | ' |
Total sales | $443,923 | $393,363 | $877,789 | $794,313 |
Cost of sales (excluding depreciation and amortization expense shown separately below) | 277,118 | 242,699 | 543,797 | 486,601 |
Gross profit | 166,805 | 150,664 | 333,992 | 307,712 |
Selling, general and administrative expenses: | ' | ' | ' | ' |
Operating expenses | 138,911 | 120,362 | 270,743 | 239,133 |
Depreciation and amortization | 16,127 | 14,373 | 31,895 | 28,566 |
Total selling, general and administrative expenses | 155,038 | 134,735 | 302,638 | 267,699 |
Operating income | 11,767 | 15,929 | 31,354 | 40,013 |
Other (income) expense: | ' | ' | ' | ' |
Interest income | ' | -35 | -15 | -259 |
Interest expense | 15,174 | 15,537 | 29,862 | 31,114 |
Loss on extinguishment of debt | ' | ' | ' | 16,346 |
Other | ' | 3 | ' | 67 |
Total other expense, net | 15,174 | 15,505 | 29,847 | 47,268 |
(Loss) income before provision for income taxes | -3,407 | 424 | 1,507 | -7,255 |
Benefit (Provision) for income taxes | -8,874 | 214 | -7,124 | -2,574 |
Net income (loss) | 5,467 | 210 | 8,631 | -4,681 |
Comprehensive income (loss) | 5,135 | -259 | 8,768 | -5,699 |
Issuer | ' | ' | ' | ' |
Net Sales: | ' | ' | ' | ' |
Total sales | 404,801 | 359,352 | 801,326 | 724,627 |
Cost of sales (excluding depreciation and amortization expense shown separately below) | 251,240 | 220,996 | 493,916 | 442,579 |
Gross profit | 153,561 | 138,356 | 307,410 | 282,048 |
Selling, general and administrative expenses: | ' | ' | ' | ' |
Operating expenses | 124,964 | 108,694 | 244,725 | 215,724 |
Depreciation and amortization | 13,500 | 12,001 | 26,734 | 23,537 |
Total selling, general and administrative expenses | 138,464 | 120,695 | 271,459 | 239,261 |
Operating income | 15,097 | 17,661 | 35,951 | 42,787 |
Other (income) expense: | ' | ' | ' | ' |
Interest income | ' | -35 | -15 | -215 |
Interest expense | 15,174 | 15,537 | 29,862 | 31,114 |
Equity in (earnings) loss of subsidiaries | 3,330 | 1,732 | 4,597 | 2,730 |
Loss on extinguishment of debt | ' | ' | ' | 16,346 |
Other | ' | 3 | ' | 67 |
Total other expense, net | 18,504 | 17,237 | 34,444 | 50,042 |
(Loss) income before provision for income taxes | -3,407 | 424 | 1,507 | -7,255 |
Benefit (Provision) for income taxes | -8,874 | 214 | -7,124 | -2,574 |
Net income (loss) | 5,467 | 210 | 8,631 | -4,681 |
Comprehensive income (loss) | 5,135 | -259 | 8,768 | -5,699 |
Subsidiary Guarantors | ' | ' | ' | ' |
Net Sales: | ' | ' | ' | ' |
Total sales | 39,122 | 34,011 | 76,463 | 69,686 |
Cost of sales (excluding depreciation and amortization expense shown separately below) | 25,878 | 21,703 | 49,881 | 44,022 |
Gross profit | 13,244 | 12,308 | 26,582 | 25,664 |
Selling, general and administrative expenses: | ' | ' | ' | ' |
Operating expenses | 13,947 | 11,668 | 26,018 | 23,409 |
Depreciation and amortization | 2,627 | 2,372 | 5,161 | 5,029 |
Total selling, general and administrative expenses | 16,574 | 14,040 | 31,179 | 28,438 |
Operating income | -3,330 | -1,732 | -4,597 | -2,774 |
Other (income) expense: | ' | ' | ' | ' |
Interest income | ' | ' | ' | -44 |
Total other expense, net | ' | ' | ' | -44 |
(Loss) income before provision for income taxes | -3,330 | -1,732 | -4,597 | -2,730 |
Net income (loss) | -3,330 | -1,732 | -4,597 | -2,730 |
Consolidating Adjustments | ' | ' | ' | ' |
Other (income) expense: | ' | ' | ' | ' |
Equity in (earnings) loss of subsidiaries | -3,330 | -1,732 | -4,597 | -2,730 |
Total other expense, net | -3,330 | -1,732 | -4,597 | -2,730 |
(Loss) income before provision for income taxes | 3,330 | 1,732 | 4,597 | 2,730 |
Net income (loss) | $3,330 | $1,732 | $4,597 | $2,730 |
Financial_Guarantees_Details_3
Financial Guarantees (Details 3) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Cash flows from operating activities: | ' | ' |
Net cash provided by operating activities | $68,393 | $34,478 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -32,348 | -19,861 |
Proceeds from sales of fixed assets | 537 | 11,549 |
Purchases of investments | ' | -449 |
Proceeds from sale of investments | ' | 2,470 |
Net cash used in investing activities | -31,811 | -6,291 |
Cash flows from financing activities: | ' | ' |
Payment of debt | -4,639 | -2,618 |
Payments of capital lease obligation | -41 | -38 |
Payment of debt issuance costs | ' | -11,230 |
Net cash used in financing activities | -4,680 | -13,886 |
Net increase in cash | 31,902 | 14,301 |
Cash - beginning of period | 45,476 | 27,766 |
Cash - end of period | 77,378 | 42,067 |
Issuer | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by operating activities | 61,629 | 33,925 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -27,498 | -18,553 |
Proceeds from sales of fixed assets | 536 | 11,549 |
Purchases of investments | ' | -449 |
Proceeds from sale of investments | ' | 2,470 |
Investment in subsidiaries | ' | -4,213 |
Net cash used in investing activities | -26,962 | -9,196 |
Cash flows from financing activities: | ' | ' |
Payment of debt | -4,639 | -2,618 |
Payments of capital lease obligation | -41 | -38 |
Payment of debt issuance costs | ' | -11,230 |
Net cash used in financing activities | -4,680 | -13,886 |
Net increase in cash | 29,987 | 10,843 |
Cash - beginning of period | 45,841 | 23,793 |
Cash - end of period | 75,828 | 34,636 |
Subsidiary Guarantors | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by operating activities | 6,286 | 553 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -4,850 | -1,308 |
Proceeds from sales of fixed assets | 1 | ' |
Net cash used in investing activities | -4,849 | -1,308 |
Cash flows from financing activities: | ' | ' |
Capital contributions | ' | 4,213 |
Net cash used in financing activities | ' | 4,213 |
Net increase in cash | 1,437 | 3,458 |
Cash - beginning of period | 113 | 3,973 |
Cash - end of period | 1,550 | 7,431 |
Consolidating Adjustments | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by operating activities | 478 | ' |
Cash flows from investing activities: | ' | ' |
Investment in subsidiaries | ' | 4,213 |
Net cash used in investing activities | ' | 4,213 |
Cash flows from financing activities: | ' | ' |
Capital contributions | ' | -4,213 |
Net cash used in financing activities | ' | -4,213 |
Net increase in cash | 478 | ' |
Cash - beginning of period | ($478) | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 6 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Sep. 29, 2012 | Apr. 04, 2012 | Apr. 04, 2012 | Apr. 04, 2012 | Oct. 08, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Oct. 21, 2013 | Oct. 08, 2013 | Dec. 28, 2013 | Oct. 08, 2013 | Oct. 08, 2013 | Oct. 10, 2013 | Oct. 10, 2013 | Oct. 10, 2013 | Oct. 10, 2013 | Oct. 10, 2013 | Oct. 10, 2013 | Oct. 10, 2013 | Oct. 21, 2013 | Oct. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 08, 2013 | Oct. 08, 2013 | Oct. 08, 2013 | |
First Lien Term Loan Facility Amended April 2012 | First Lien Term Loan Facility Amended April 2012 | First Lien Term Loan Facility Amended April 2012 | First Lien Term Loan Facility Amended October 2013 | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Stock options | Parent | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | ||
LIBOR | Base rate | Sellers | First Lien Term Loan Facility Amended October 2013 | First Lien Term Loan Facility Amended October 2013 | First Lien Term Loan Facility Amended October 2013 | First Lien Term Loan Facility Amended October 2013 | Stock options | Parent | Parent | Parent | Parent | Parent | Parent | Parent | 99 LLC | Stock Purchase Agreement | Stock Purchase Agreement | Stock Purchase Agreement | Stock Purchase Agreement | Stock Purchase Agreement | Stock Purchase Agreement | |||||||||
Forecast | LIBOR | Base rate | Stephane Gonthier | Stephane Gonthier | Stock options | Stock options | Stock options | Stock options | Stock options | Sellers | Parent | Parent | Parent | Parent | Parent | Parent | ||||||||||||||
Options vesting on the achievement of performance | Stephane Gonthier | Stephane Gonthier | Stephane Gonthier | Stephane Gonthier | Stephane Gonthier | Purchasers | Purchasers | Purchasers | Andrew Giancamilli | Andrew Giancamilli | Andrew Giancamilli | |||||||||||||||||||
Time-based service options | Time-based service awards vesting on the first anniversary of the date of the award | Time-based service awards vesting on the second anniversary of the date of the award | Time-based service awards vesting on the third anniversary of the date of the award | Time-based service awards vesting on the fourth anniversary of the date of the award | Class A Common Stock | Class B Common Stock | Class A Common Stock | Class B Common Stock | ||||||||||||||||||||||
Subsequent events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,922 | 4,922 | ' | 410 | 410 |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' | ' | $500,000 | ' | ' |
Amount borrowed | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of basis rate use for variable rate | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | 'Base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin (as a percent) | ' | ' | 4.00% | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, variable interest rate floor (as a percent) | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Scheduled quarterly payments as a percentage of amended principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | 16,346,000 | 16,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of positive consolidated net income to determine restricted payment under builder basket terms of debt instruments. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of negative consolidated net income to determine restricted payment under builder basket terms of debt instruments. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,670 | ' | ' | ' | ' | ' | 21,505 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | 30.00% | 20.00% | 25.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of options that vest based on time-based service | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate consideration paid by parent for shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $129,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $129,700,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | ' | ' | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of membership units issued against each class A common stock share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' |