BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim Condensed Consolidated Financial Statements include the accounts of Albertsons Companies, Inc. and its subsidiaries (the "Company"). All significant intercompany balances and transactions were eliminated. The Condensed Consolidated Balance Sheet as of February 29, 2020 is derived from the Company's annual audited Consolidated Financial Statements for the fiscal year ended February 29, 2020, which should be read in conjunction with these Condensed Consolidated Financial Statements and which are included in the Company's Prospectus dated June 25, 2020 filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b) of the Securities Act of 1933, as amended, relating to the Company's Registration Statement on Form S-1 (File No. 333-236956). Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for the year. The Company' s results of operations are for the 12 and 28 weeks ended September 12, 2020 and September 7, 2019. Significant Accounting Policies Restricted cash: Restricted cash is included in Other current assets or Other assets depending on the remaining term of the restriction and primarily relates to funds held in escrow. The Company had $42.3 million and $8.2 million of restricted cash as of September 12, 2020 and February 29, 2020, respectively. Inventories, net: Substantially all of the Company's inventories consist of finished goods valued at the lower of cost or market and net of vendor allowances. The Company uses either item-cost or the retail inventory method to value inventory at the lower of cost or market before application of any last-in, first-out ("LIFO") reserve. Interim LIFO inventory costs are based on management's estimates of expected year-end inventory levels and inflation rates. The Company recorded LIFO expense of $10.1 million and $5.8 million for the 12 weeks ended September 12, 2020 and September 7, 2019, respectively, and $23.2 million and $16.3 million for the 28 weeks ended September 12, 2020 and September 7, 2019, respectively. Equity-based compensation: The Company maintains the Albertsons Companies, Inc. Restricted Stock Unit Plan (the "Restricted Stock Unit Plan"), which was previously named the "Albertsons Companies, Inc. Phantom Unit Plan" (the "Phantom Unit Plan"). Prior to being amended and restated on June 9, 2020, the Phantom Unit Plan provided for grants of "Phantom Units" to certain employees, directors and consultants. Each Phantom Unit provided a participant with a contractual right to receive, upon vesting, one management incentive unit in each of the Company's parents, Albertsons Investor Holdings LLC ("Albertsons Investor") and KIM ACI, LLC ("KIM ACI"). Upon the amendment and restatement of the Phantom Unit Plan as the Restricted Stock Unit Plan, all outstanding Phantom Units were converted into 11.3 million restricted stock units of the Company ("Restricted Stock Units" or "RSUs"), including 1.9 million performance-based RSUs that were not deemed granted for accounting purposes, under the Restricted Stock Unit Plan, subject to substantially identical terms and conditions as applied prior to the conversion. No changes to vesting conditions or the fair value of the award occurred as a result of the conversion. Upon vesting, an award of Restricted Stock Units will be settled in shares of the Company's common stock. Equity-based compensation expense related to these awards recognized by the Company was $8.0 million and $5.6 million for the 12 weeks ended September 12, 2020 and September 7, 2019, respectively. For the 28 weeks ended September 12, 2020 and September 7, 2019, equity-based compensation expense recognized by the Company related to these awards was $25.8 million and $15.5 million, respectively. The Company recorded an income tax benefit of $2.0 million and $1.5 million for the 12 weeks ended September 12, 2020 and September 7, 2019, respectively. For the 28 weeks ended September 12, 2020 and September 7, 2019, the Company recorded an income tax benefit of $6.6 million and $4.1 million, respectively. As of September 12, 2020, there was $98.8 million of unrecognized costs related to 9.8 million unvested RSUs deemed granted for accounting purposes. That cost is expected to be recognized over a weighted average period of 2.16 years. On April 25, 2019, upon the commencement of employment, the Company's President and Chief Executive Officer was granted direct equity interests in each of the Company's parents, Albertsons Investor and KIM ACI. These equity interests generally vest over five years, with 50% based solely on a service period and 50% upon a service period and achievement of certain performance-based thresholds. On June 30, 2020, upon consummation of the Company's initial public offering ("IPO"), the unvested direct equity interests in each of the Company's parents converted into 1.7 million shares of restricted common stock of the Company ("RSAs"), including 0.6 million performance-based RSAs that are not deemed granted for accounting purposes. No changes to vesting conditions or the fair value of the award occurred as a result of the conversion. For the 12 weeks ended September 12, 2020 and September 7, 2019, equity-based compensation expense recognized by the Company related to these RSAs was $1.3 million and $0.9 million, respectively. For the 28 weeks ended September 12, 2020 and September 7, 2019, equity-based compensation expense recognized by the Company related to these RSAs was $2.5 million and $2.1 million, respectively. As of September 12, 2020, there was $8.7 million of unrecognized costs related to 1.1 million RSAs deemed granted for accounting purposes. That cost is expected to be recognized over a weighted average period of 2.77 years. Treasury stock: On June 9, 2020, the Company used $1,680.0 million, an amount equal to the proceeds from the sale and issuance of the Company's Series A-1 convertible preferred stock ("Series A-1 preferred stock") and Series A convertible preferred stock ("Series A preferred stock" and together with the Series A-1 preferred stock, the "Convertible Preferred Stock"), to repurchase 101,611,736 shares of Class A common stock from the Company's parents (the "June 2020 Repurchase"). The shares are classified as treasury stock on the Condensed Consolidated Balance Sheets. The proceeds received by the Company's parents from the June 2020 Repurchase were distributed to their members, which include the Company's sponsors and current and former members of management. On September 14, 2020, subsequent to the end of the second quarter of fiscal 2020, the Company entered into a stock repurchase agreement with a stockholder pursuant to which the Company repurchased 6,837,970 shares of its Class A common stock held by the stockholder at $12.00 per share. The stockholder was subject to a court-mandated wind-down and a court-appointed receiver was directed to liquidate the stockholder's assets. The price was agreed to between the Company and the receiver (on behalf of the stockholder). In establishing the price, the parties took into account, among many other factors that they each deemed relevant, an applicable discount related to the selling restrictions that a third-party buyer would have had if such third-party buyer purchased the shares, including relevant lock-up agreements. Income taxes: Income tax expense was $111.2 million, representing a 28.1% effective tax rate, for the 12 weeks ended September 12, 2020. Income tax expense was $81.9 million, representing a 21.7% effective tax rate for the 12 weeks ended September 7, 2019. Income tax expense was $313.1 million, representing a 26.4% effective tax rate, for the 28 weeks ended September 12, 2020. Income tax expense was $97.6 million, representing a 22.1% effective tax rate, for the 28 weeks ended September 7, 2019. The increase in the Company's effective tax rate for the 12 and 28 weeks ended September 12, 2020 is primarily due to certain nondeductible transaction-related costs incurred during the 12 and 28 weeks ended September 12, 2020. Segments : The Company and its subsidiaries offer grocery products, general merchandise, health and beauty care products, pharmacy, fuel and other items and services in its stores or through eCommerce channels. The Company's operating divisions are geographically based, have similar economic characteristics and similar expected long-term financial performance. The Company's operating segments and reporting units are its 12 operating divisions, which are reported in one reportable segment. Each reporting unit constitutes a business for which discrete financial information is available and for which management regularly reviews the operating results. Across all operating segments, the Company operates primarily one store format. Each division offers through its stores and eCommerce channels the same general mix of products with similar pricing to similar categories of customers, has similar distribution methods, operates in similar regulatory environments and purchases merchandise from similar or the same vendors. Revenue Recognition: Revenues from the retail sale of products are recognized at the point of sale or delivery to the customer, net of returns and sales tax. Pharmacy sales are recorded upon the customer receiving the prescription. Third-party receivables from pharmacy sales were $259.2 million and $218.5 million as of September 12, 2020 and February 29, 2020, respectively, and are recorded in Receivables, net. For eCommerce related sales, which primarily include home delivery and Drive Up & Go curbside pickup, revenues are recognized upon either pickup in store or delivery to the customer and may include revenue for separately charged delivery services. Discounts provided to customers by the Company at the time of sale are recognized as a reduction in sales as the products are sold. Discounts provided to customers by vendors, usually in the form of coupons, are not recognized as a reduction in sales, provided the coupons are redeemable at any retailer that accepts coupons. The Company recognizes revenue and records a corresponding receivable from the vendor for the difference between the sales prices and the cash received from the customer. The Company records a contract liability when rewards are earned by customers in connection with the Company's loyalty programs. As rewards are redeemed or expire, the Company reduces the contract liability and recognizes revenue. The contract liability balance was immaterial as of September 12, 2020 and February 29, 2020. The Company records a contract liability when it sells its own proprietary gift cards. The Company records a sale when the customer redeems the gift card. The Company's gift cards do not expire. The Company reduces the contract liability and records revenue for the unused portion of gift cards ("breakage") in proportion to its customers' pattern of redemption, which the Company determined to be the historical redemption rate. The Company's contract liability related to gift cards was $59.9 million as of September 12, 2020 and $52.2 million as of February 29, 2020. Breakage amounts were immaterial for the 12 and 28 weeks ended September 12, 2020 and September 7, 2019, respectively. Disaggregated Revenues The following table represents sales revenue by type of similar product (dollars in millions): 12 weeks ended 28 weeks ended September 12, September 7, September 12, September 7, Amount (1) % of Total Amount (1) % of Total Amount (1) % of Total Amount (1) % of Total Non-perishables (2) $ 7,126.6 45.2 % $ 6,172.0 43.5 % $ 17,910.4 46.5 % $ 14,194.2 43.1 % Perishables (3) 6,654.1 42.2 5,844.6 41.2 16,209.7 42.1 13,656.2 41.5 Pharmacy 1,171.8 7.5 1,156.5 8.2 2,726.7 7.1 2,729.7 8.3 Fuel 570.8 3.6 793.2 5.6 1,160.0 3.0 1,869.7 5.7 Other (4) 234.3 1.5 210.4 1.5 502.4 1.3 465.3 1.4 Net sales and other revenue $ 15,757.6 100.0 % $ 14,176.7 100.0 % $ 38,509.2 100.0 % $ 32,915.1 100.0 % (1) eCommerce related sales are included in the categories to which the revenue pertains. (2) Consists primarily of general merchandise, grocery and frozen foods. (3) Consists primarily of produce, dairy, meat, deli, floral and seafood. (4) Consists primarily of wholesale revenue to third parties, commissions and other miscellaneous revenue. CARES Act: The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The Company analyzed the various income tax and non-income tax provisions of the CARES Act based on currently available technical guidance and determined that aside from an impact to the timing of cash flows, there is no material impact to the Company's Consolidated Financial Statements. Specifically, as it relates to the Company, the CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. For the 28 weeks ended September 12, 2020, the Company deferred approximately $270 million of the employer-paid portion of social security taxes, which is included in Other long-term liabilities. The CARES Act also includes a technical correction to permit 100% bonus depreciation of eligible qualified improvement property. The Company will continue to assess the effect of the CARES Act and ongoing other government legislation related to the COVID-19 pandemic that may be issued. Recently issued accounting standards: In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, " Simplifying the Accounting for Income Taxes " ("ASU 2019-12"). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating taxes during the quarters and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes, enacts changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 will take effect for public entities for annual reporting periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this standard on its Consolidated Financial Statements. In June 2020, the FASB issued ASU 2020-06, " Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equit y" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity's own equity and modifies the guidance on diluted earnings per share calculations as a result of these changes. ASU 2020-06 will take effect for public entities for annual reporting periods beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this standard on its Consolidated Financial Statements. |