Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 03, 2015 |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation—The accompanying consolidated financial statements include the accounts of Roundy’s and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise indicated, all references in these consolidated financial statements to “the Company”, “Roundy’s” or similar words are to Roundy’s, Inc. and its subsidiaries. |
Reclassifications | Reclassifications— The Company has classified the 27 Rainbow stores which were sold or closed in the third quarter of Fiscal 2014 as discontinued operations for the years ended December 29, 2012, December 28, 2013 and January 3, 2015. Prior year balances have been reclassified to conform with the current presentation of discontinued operations. Unless otherwise indicated, references to the Consolidated Statement of Operations and the Consolidated Balance Sheet in the Notes to the Consolidated Financial Statements exclude all amounts related to discontinued operations. See Note 5 for additional information regarding the discontinued operations. |
Fiscal Year | Fiscal Year—The Company’s fiscal year is the 52 or 53 week period ending on the Saturday nearest to December 31. The years ended December 29, 2012 (“Fiscal 2012”) and December 28, 2013 (“Fiscal 2013”) included 52 weeks. The year ended January 3, 2015 (“Fiscal 2014”) included 53 weeks. |
Use of Estimates | Use of Estimates—The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management reviews its estimates on an ongoing basis, including those related to allowances for doubtful accounts and notes receivable, valuation of inventories, self-insurance reserves, closed facilities reserves, purchase accounting estimates, useful lives for depreciation and amortization of property and equipment, litigation based on currently available information and withdrawal liabilities for multi-employer pension plans related to discontinued operations, as discussed in Note 5. Changes in facts and circumstances may result in revised estimates and actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition—Retail revenues are recognized at the point of sale. Discounts provided to customers by the Company at the time of sale, including those provided in connection with loyalty cards, are recognized as a reduction of sales as the products are sold. Discounts provided by vendors, usually in the form of paper coupons, are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. The Company records a receivable from the vendor for the difference in sales price and payment received from the customer. Sales taxes are not recorded as a component of retail revenues as the Company considers itself a pass-through conduit for collecting and remitting sales taxes. |
The Company records deferred revenue when Roundy’s gift cards are sold. A sale is then recognized when the gift card is redeemed to purchase product from the Company. Gift card breakage is recognized when redemption is deemed remote. The amount of breakage has not been material in Fiscal 2012, Fiscal 2013 or Fiscal 2014. |
Independent distribution revenues are recognized, net of any estimated returns and allowances, when product is shipped, collectability is reasonably assured, and title has passed. |
Cost of Sales | Cost of Sales—Cost of sales includes product costs, inbound freight, warehousing costs, receiving and inspection costs, distribution costs, and depreciation and amortization expenses associated with supply chain operations. |
Purchases of product at discounted costs are recorded in inventory at the discounted cost until sold. Volume and other program allowances are accrued as a receivable when it is reasonably assured they will be earned and reduce the cost of the related inventory for product on hand or cost of sales for product already sold. Vendor allowances received to fund advertising and certain other expenses are recorded as a reduction of the Company’s expense for such related advertising or other expense if such vendor allowances reimburse the Company for specific, identifiable and incremental costs incurred in selling the vendor’s product. Any excess reimbursement over cost is classified as a reduction to cost of sales. |
Vendor allowances for volume and other program allowances and allowances to fund advertising related expenses from continuing operations totaled $99.2 million, $90.3 million and $95.0 million for Fiscal 2012, Fiscal 2013 and Fiscal 2014, respectively. |
Operating and Administrative Expenses | Operating and Administrative Expenses—Operating and administrative expenses consist primarily of personnel costs, sales and marketing expenses, depreciation and amortization expenses and other expenses associated with facilities unrelated to supply chain operations, internal management expenses and expenses for finance, legal, business development, human resources, purchasing and other administrative departments. Pre-opening costs associated with opening new and remodeled stores are expensed as incurred. The Company expenses advertising costs as incurred. Advertising expenses from continuing operations totaled $19.6 million, $20.1 million, and $21.8 million for Fiscal 2012, Fiscal 2013 and Fiscal 2014, respectively. |
Interest Expense | Interest Expense—Interest expense includes interest on the Company’s outstanding indebtedness and is net of interest income earned on invested cash. |
Income Taxes | Income Taxes—The provision for federal income tax is computed based upon our consolidated tax return. The provision for state income tax is computed based upon the tax returns the Company files in the appropriate tax jurisdictions. The Company provides for income taxes in accordance with Accounting Standards Codification (“ASC”) 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The Company periodically reviews tax positions taken or expected to be taken, and income tax benefits are recognized for those positions for which it is more likely than not will be upheld upon examination by taxing authorities. We recognize the settlement of certain tax positions based upon criteria under which a position may be determined to be effectively settled. |
Comprehensive Income (Loss) | Comprehensive Income (Loss)—Comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income (loss) but rather are recorded directly in shareholders’ equity in the consolidated statements of shareholders’ equity (deficit). The Company’s other comprehensive income (loss) is comprised of the adjustments for pension liabilities and the fair value of interest rate swaps. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments—ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) defines fair value, establishes a framework for measuring fair value and requires additional disclosures about fair value measurements. ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy: |
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| • | | Level 1: Unadjusted quoted prices are available in active markets for identical assets or liabilities that can be accessed at the measurement date; | | | | | | | | | |
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| • | | Level 2: Inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability; | | | | | | | | | |
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| • | | Level 3: Unobservable inputs for which little or no market activity exists. | | | | | | | | | |
The Company has one item carried at (or adjusted to) fair value in the consolidated financial statements as of January 3, 2015, which is an interest rate swap liability of $0.6 million. Interest rate derivatives are valued using forward curves and volatility levels as determined on the basis of observable market inputs when available and on the basis of estimates when observable market inputs are not available. These forward curves are classified as Level 2 within the fair value hierarchy. The fair value of the interest rate swap as of December 28, 2013 was a liability of $0.4 million. |
The carrying values of the Company’s cash and cash equivalents, notes and accounts receivable and accounts payable approximated fair value as of January 3, 2015. |
Based on estimated market rents for those leased properties which are recorded as capital leases, the fair value of capital lease obligations is approximately $28.2 million and $24.3 million, as of December 28, 2013 and January 3, 2015, respectively. Included in the fair value of capital lease obligations is $16.0 million and $11.3 million as of December 28, 2013 and January 3, 2015, respectively, related to the capital lease obligations for the nine Rainbow stores that were closed during the third quarter of Fiscal 2014 and the capital lease obligations for the 18 Rainbow stores that were sold during the third quarter of Fiscal 2014, both of which are included in liabilities of discontinued operations on the Consolidated Balance Sheet. The Company considers the fair value of the capital leases to be Level 2 within the fair value hierarchy. |
Based on recent open market transactions of the Company’s New Term Facility and the 2020 Notes, the fair value of long-term debt, including current maturities, is approximately $732.7 million and $600.9 million as of December 28, 2013 and January 3, 2015, respectively. The Company considers the fair value of the New Term Facility and 2020 Notes to be Level 2 within the fair value hierarchy. |
Cash Equivalents | Cash Equivalents—The Company considers all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. Accounts payable includes $53.2 million and $71.6 million at December 28, 2013 and January 3, 2015, respectively, of checks written in excess of related bank balances but not yet presented to banks for collection. |
Accounts Receivable | Accounts Receivable—The Company is exposed to credit risk with respect to accounts receivable. The Company continually monitors its receivables with vendors and customers by evaluating the collectability of accounts receivable based on a combination of factors, namely aging and historical trends. An allowance for doubtful accounts is recorded based on the likelihood of collection based on management’s review of the facts. Accounts receivable are written off after all collection efforts have been exhausted. |
Inventories | Inventories—Inventories are recorded at the lower of cost or market. Substantially all of the Company’s inventories consist of finished goods. Cost is calculated on a first-in-first-out (“FIFO”) and last-in-first-out (“LIFO”) basis for approximately 62% and 38%, and 70% and 30%, of inventories at December 28, 2013 and January 3, 2015, respectively. If the FIFO method was used to calculate the cost for the Company’s entire inventory, inventories would have been approximately $24.4 million and $21.2 million greater at December 28, 2013 and January 3, 2015, respectively. |
Additionally, cost of sales would have been approximately $0.3 million greater during Fiscal 2012, $0.2 million greater during Fiscal 2013, and $0.4 million greater during Fiscal 2014, respectively, had the Company not experienced a reduction in inventory quantities that are valued under the LIFO method. |
Cost is determined using the retail inventory method for all retail inventories, which totals approximately 66% and 74% of total inventories at December 28, 2013 and January 3, 2015, respectively. Cost for supply chain inventory is determined based on the weighted average costing method and such inventory totals 34% and 26% of total inventories at December 28, 2013 and January 3, 2015, respectively. |
The Company records an inventory shrink adjustment based on a physical count and also provides an estimated inventory shrink adjustment for the period between the last physical inventory count and each balance sheet date. The Company performs physical counts of perishable store inventories approximately every month and nonperishable store inventories at least twice per year. The adjustments resulting from the physical inventory counts have been consistent with the inventory shrink estimates provided for in the consolidated financial statements. |
Property and Equipment | Property and Equipment—Property and equipment are stated at cost and are depreciated by the straight-line method for financial reporting purposes and by use of accelerated methods for income tax purposes. Depreciation and amortization of property and equipment are expensed over their estimated useful lives, which are generally 39 years for buildings and three to ten years for equipment. Leasehold improvements and property under capital leases are amortized over the lesser of the useful life of the asset or the term of the lease. Terms of leases used in the determination of estimated useful lives may include renewal periods at the Company’s discretion when penalty for a failure to renew is so significant that exercise of the option is determined to be reasonably assured at the inception of the lease. |
Leases | Leases—The Company categorizes leases at inception as either operating leases or capital leases. The Company records rent liabilities for contingent percentage of sales lease provisions when it is determined that it is probable that the specified levels will be reached as defined by the lease. Lease expense for operating leases with increasing rate rents is recognized on a straight-line basis over the term of the lease. |
Deferred Financing Costs | Deferred Financing Costs—Deferred financing costs and original issue discounts are amortized over the life of the related debt using the effective interest rate method. |
Interest Rate Risk Management | Interest Rate Risk Management— In August 2013, the Company entered into two one-year forward starting interest rate swaps. The Company accounts for derivatives in accordance with the provisions of FASB ASC Topic 815 “Derivatives and Hedging” (“ASC 815”), which requires companies to recognize all of its derivative instruments as either an asset or liability in the balance sheet at fair value. |
Long-Lived Assets | Long-Lived Assets—Long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying value of such assets to the undiscounted future cash flows expected to be generated by the assets. If the carrying value of an asset exceeds its estimated undiscounted future cash flows, an impairment provision is recognized to the extent that the carrying amount of the asset exceeds its fair value. The Company considers factors such as current results, trends and future prospects, current market value, and other economic and regulatory factors in performing these analyses. Except for the assets at the Company’s Stevens Point Warehouse as explained in Note 6, the Company determined that no long-lived assets were impaired in Fiscal 2012, Fiscal 2013 and Fiscal 2014, other than goodwill in Fiscal 2012 and Fiscal 2014 as described below. |
Customer Lists | Customer Lists—Customer lists, which represent prescription files from acquired pharmacies, are amortized over the estimated payback period on acquisition of the files and subject to review for potential impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. |
Goodwill | Goodwill—Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. The carrying value of goodwill is evaluated for impairment annually on the first day of the third quarter or whenever events occur or circumstances change that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. |
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For Fiscal 2012 and Fiscal 2013, the Company determined that it had one financial reporting unit. During the third quarter of Fiscal 2014, the Company reassessed its determination of reporting units based upon the exit from the Minneapolis/St. Paul market, the continued growth of the Mariano’s banner and its management operating structure and determined that it has two financial reporting units. The two financial reporting units identified by the Company during Fiscal 2014 are related to the Company’s business in Wisconsin comprised of the Pick ’n Save, Copps and Metro Market banners and the Company’s business in Illinois comprised of the Mariano’s banner. |
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The fair value of each reporting unit of the Company is determined by using an income approach based on the discounted cash flows of the reporting unit and a market approach based on comparable market values of the reporting unit, which are considered Level 3 inputs. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. If the fair value of any reporting unit is less than its carrying amount, the fair value of the implied goodwill is calculated as the difference between the fair value of the reporting unit and the fair value of the underlying assets and liabilities, excluding goodwill. An impairment charge is recorded for any excess of the carrying amount of goodwill over the implied fair value for each reporting unit. |
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The Company completed its annual impairment reviews for Fiscal 2012 and Fiscal 2013 and concluded there was no impairment of goodwill. During the fourth quarter of Fiscal 2012, the Company’s market capitalization experienced a significant decline. As a result, management believed that there were circumstances evident which indicated that the fair value of the Company’s reporting unit could be below its carrying amount and management therefore updated its annual review of goodwill for impairment that had been completed as of the first day of the third quarter. With the assistance of a third party valuation firm, the Company completed the first step of the impairment evaluation process in comparing the fair value of its reporting unit to its carrying value. At that time the carrying value exceeded the fair value of the Company’s reporting unit and therefore, the Company completed the second step of the impairment evaluation. The second step calculates the implied fair value of the goodwill, which is compared to the carrying value of goodwill. The implied fair value of goodwill is calculated by valuing all of the tangible and intangible assets of the reporting unit at the hypothetical fair value, assuming the reporting unit had been acquired in a business combination. The excess fair value of the entire reporting unit over the fair value of its identifiable assets and liabilities is the implied fair value of the goodwill. Based upon the calculation of the implied fair value of goodwill, it was determined that the carrying value of the goodwill exceeded the implied fair value of goodwill, which resulted in a non-cash, pre-tax impairment charge of $120.8 million ($106.4 million, net of taxes) during the fourth quarter of 2012. |
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In accordance with the Company’s policy, the Company qualitatively assessed its goodwill balance in its two reporting units for indicators of impairment as of the first day of the third quarter of Fiscal 2014. During the third quarter of Fiscal 2014, the Company’s market capitalization experienced a sustained significant decline. As a result, management concluded that there were circumstances evident which indicated that the fair value of the Company’s reporting units could be below their carrying amounts. With the assistance of a third party valuation firm, the Company completed the first step of the impairment evaluation process in comparing the fair value of its reporting units to their carrying value. At that time the carrying value exceeded the fair value of our financial reporting units and therefore, the Company completed the second step of the impairment evaluation. Based upon the calculation of the implied fair value of goodwill, it was determined that the carrying value of the goodwill exceeded the implied fair value of goodwill, which resulted in a non-cash, pre-tax impairment charge of $280.0 million ($247.1 million, net of income taxes) during the third quarter of Fiscal 2014. |
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The testing for impairment of goodwill requires the extensive use of management judgment and financial estimates including weighted average cost of capital, future revenue, profitability, cash flows and fair values of assets and liabilities. |
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The change in the net carrying amount of goodwill consisted of the following (in thousands): |
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| | Year Ended | | | | | |
| | December 28, | | | January 3, | | | | | |
2013 | 2015 | | | | |
Balance at beginning of year: | | | | | | | | | | | | |
Goodwill | | $ | 694,137 | | | $ | 698,337 | | | | | |
Accumulated impairment losses | | | (120,800 | ) | | | (120,800 | ) | | | | |
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Balance at beginning of year | | | 573,337 | | | | 577,537 | | | | | |
Activity during the year: | | | | | | | | | | | | |
Acquistion activity | | | 4,260 | | | | — | | | | | |
Impairment charge | | | — | | | | (280,014 | ) | | | | |
Adjustment to acquisition liabilities, net of tax | | | (60 | ) | | | — | | | | | |
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Balance at end of year: | | | | | | | | | | | | |
Goodwill | | | 698,337 | | | | 698,337 | | | | | |
Accumulated impairment losses | | | (120,800 | ) | | | (400,814 | ) | | | | |
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Balance at end of year | | $ | 577,537 | | | $ | 297,523 | | | | | |
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In connection with the sale of the Rainbow stores, the Company allocated $32.6 million of goodwill to discontinued operations. As of January 3, 2015, the goodwill has been written off and included as part of the gain on the sale of the 18 Rainbow stores. Amounts included in the rollforward have been adjusted to show this reclassification to discontinued operations. |
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As of January 3, 2015, we had goodwill of approximately $297.5 million, of which $173.0 million is related to Wisconsin and $124.5 million is related to Illinois. |
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The adjustment to acquisition liabilities relates to closed facility reserves that were established during purchase accounting from prior acquisitions. This adjustment represents the reduction in reserve from the original estimate at the time the facilities were acquired. As these reserves were recognized in accordance with EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination,” any subsequent adjustments are recognized as an adjustment to goodwill. |
Trademarks | Trademarks—Trademarks, which have indefinite lives, are not amortized but are evaluated annually for impairment. The review consists of comparing the estimated fair value to the carrying value. Fair value of the Company’s trade names is determined primarily by discounting an assumed royalty value applied to management’s estimate of projected future revenues associated with the trade name. The royalty cash flows are discounted using rates based on the weighted average cost of capital. There was no impairment in Fiscal 2012, Fiscal 2013 or Fiscal 2014. |
Self-Insurance | Self-Insurance— During Fiscal 2013, the Company was self-insured for potential liabilities for workers’ compensation, general liability and employee pharmacy prescriptions. In Fiscal 2012 and Fiscal 2014, the Company was also self-insured for employee health care benefits. It is the Company’s policy to record the liability based on claims filed and a consideration of historical claims experience, demographic factors and other actuarial assumptions for those claims incurred but not yet reported. Any projection of losses concerning these claims is subject to a considerable degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. A summary of the changes in the Company’s self-insurance liability is as follows (in thousands): |
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| | Year Ended | |
| | December 29, | | | December 28, | | | January 3, | |
2012 | 2013 | 2015 |
Balance at beginning of year | | $ | 22,932 | | | $ | 25,108 | | | $ | 19,643 | |
Claim payments | | | (72,502 | ) | | | (31,862 | ) | | | (62,522 | ) |
Reserve accruals | | | 74,678 | | | | 26,397 | | | | 70,659 | |
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Balance at end of year | | $ | 25,108 | | | $ | 19,643 | | | $ | 27,780 | |
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Closed Facilities Reserve | Closed Facilities Reserve—When a facility is closed, the remaining net book value of the property, net of expected salvage value, is charged to operations. For properties under lease agreements, the present value of any remaining future liability under the lease, net of estimated sublease income, is expensed at the time the use of the property is discontinued and is classified as operating and administrative expense. The liabilities for leases of closed facilities are paid over the remaining lease term. Adjustments to closed facility reserves primarily relate to changes in sublease income or actual costs differing from original estimates, and are recognized in the period in which the adjustments become known. |
The following table provides the activity in the liability for closed stores (in thousands): |
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| | Year Ended | | | | | |
| | December 28, | | | January 3, | | | | | |
2013 | 2015 | | | | |
Balance at beginning of year | | $ | 8,636 | | | $ | 7,428 | | | | | |
Charges for closed stores | | | 363 | | | | 7,531 | | | | | |
Payments | | | (1,511 | ) | | | (1,273 | ) | | | | |
Adjustments | | | (60 | ) | | | (48 | ) | | | | |
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Balance at end of year | | $ | 7,428 | | | $ | 13,638 | | | | | |
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Concentrations of Risk | Concentrations of Risk—Certain of the Company’s employees are covered by collective bargaining agreements. As of January 3, 2015, the Company had 43 union contracts covering approximately 62% of its employees. Of these contracts, none were expired as of January 3, 2015. There are 26 union contracts that expire in 2015. In the aggregate, contracts not yet negotiated or expiring in 2015 cover approximately 13% of the Company’s employees. The remaining 17 contracts expire in 2016 through 2019. The Company believes that its relationships with its employees are good; therefore, it does not anticipate significant difficulty in renegotiating these contracts. |
Stock-based Compensation | Stock-based Compensation—The Company accounts for stock-based compensation to employees and directors based on the fair value on the date of the grant. Stock-based compensation expense is recognized over the requisite service period of the award, net of an estimated forfeiture rate. |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | In May 2014, the FASB issues ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU No. 2014-08”). ASU No. 2014-08 changed the criteria for reporting discontinued operations and requires additional disclosures about discontinued operations. ASU No. 2014-08 is effective on a prospective basis for all disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company has chosen to not adopt ASU No. 2014-08 early for the Rainbow Store Sale transaction and the closure of the remaining nine Rainbow stores, and as such, the Company expects this standard will not have a material impact on its consolidated financial statements. |