Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 03, 2018 | Apr. 16, 2018 | Sep. 02, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | RITE AID CORP | ||
Entity Central Index Key | 84,129 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 3, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-03 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,554,051,629 | ||
Entity Common Stock, Shares Outstanding | 1,067,392,353 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 447,334 | $ 245,410 |
Accounts receivable, net | 1,869,100 | 1,771,126 |
Inventories, net | 1,799,539 | 1,789,541 |
Prepaid expenses and other current assets | 181,181 | 211,541 |
Current assets held for sale | 438,137 | 1,047,670 |
Total current assets | 4,735,291 | 5,065,288 |
Property, plant and equipment, net | 1,431,246 | 1,526,462 |
Goodwill | 1,421,120 | 1,682,847 |
Other intangibles, net | 590,443 | 715,406 |
Deferred tax assets | 594,019 | 1,505,564 |
Other assets | 217,208 | 215,917 |
Noncurrent assets held for sale | 882,268 | |
Total assets | 8,989,327 | 11,593,752 |
Current liabilities: | ||
Current maturities of long-term debt and lease financing obligations | 20,761 | 17,709 |
Accounts payable | 1,651,363 | 1,613,909 |
Accrued salaries, wages and other current liabilities | 1,231,736 | 1,340,947 |
Current liabilities held for sale | 560,205 | 32,683 |
Total current liabilities | 3,464,065 | 3,005,248 |
Long-term debt, less current maturities | 3,340,099 | 3,235,888 |
Lease financing obligations, less current maturities | 30,775 | 37,204 |
Other noncurrent liabilities | 553,378 | 643,950 |
Noncurrent liabilities held for sale | 4,057,392 | |
Total liabilities | 7,388,317 | 10,979,682 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, par value $1 per share; 1,500,000 shares authorized; shares issued and outstanding 1,067,318 and 1,053,690 | 1,067,318 | 1,053,690 |
Additional paid-in capital | 4,850,712 | 4,839,854 |
Accumulated deficit | (4,282,471) | (5,237,157) |
Accumulated other comprehensive loss | (34,549) | (42,317) |
Total stockholders' equity | 1,601,010 | 614,070 |
Total liabilities and stockholders' equity | $ 8,989,327 | $ 11,593,752 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 1,500,000 | 1,500,000 |
Common stock, shares issued | 1,067,318 | 1,067,318 |
Common stock, shares outstanding | 1,053,690 | 1,053,690 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
Revenues | $ 5,394,264 | $ 5,353,170 | $ 5,345,011 | $ 5,436,523 | $ 5,903,385 | $ 5,669,111 | $ 5,629,559 | $ 5,725,485 | $ 21,528,968 | $ 22,927,540 | $ 20,770,237 | |
Costs and expenses: | ||||||||||||
Cost of revenues | 4,124,498 | 4,166,447 | 4,183,338 | 4,274,580 | 4,554,328 | 4,424,260 | 4,387,845 | 4,496,400 | 16,748,863 | 17,862,833 | 15,778,258 | |
Selling, general and administrative expenses | 1,181,964 | 1,166,514 | 1,141,844 | 1,160,940 | 1,253,144 | 1,168,646 | 1,175,430 | 1,179,775 | 4,651,262 | 4,776,995 | 4,581,171 | |
Lease termination and impairment charges | 47,675 | 3,939 | 3,113 | 4,038 | 25,575 | 7,199 | 7,226 | 5,778 | 58,765 | 45,778 | 40,477 | |
Goodwill impairment | 261,727 | 261,727 | 0 | |||||||||
Interest expense | 50,603 | 50,308 | 50,857 | 51,000 | 53,391 | 50,303 | 49,703 | 46,668 | 202,768 | 200,065 | 186,132 | |
Loss on debt retirements, net | $ 8,180 | 8,180 | 33,205 | |||||||||
Walgreens Boots Alliance merger termination fee | (325,000) | (325,000) | ||||||||||
Gain on sale of assets, net | (5,249) | 205 | (14,951) | (5,877) | (6,261) | (225) | (560) | 397 | (25,872) | (6,649) | (606) | |
Total costs and expenses | 5,661,218 | 5,387,413 | 5,039,201 | 5,484,681 | 5,880,177 | 5,650,183 | 5,619,644 | 5,729,018 | 21,572,513 | 22,879,022 | 20,618,637 | |
(Loss) income from continuing operations before income taxes | (266,954) | (34,243) | 305,810 | (48,158) | 23,208 | 18,928 | 9,915 | (3,533) | (43,545) | 48,518 | 151,600 | |
Income tax expense | 216,719 | (16,061) | 117,450 | (12,121) | 48,262 | (4,682) | 3,879 | (3,021) | 305,987 | 44,438 | 49,512 | |
Net (loss) income from continuing operations | (483,673) | (18,182) | 188,360 | (36,037) | (25,054) | 23,610 | 6,036 | (512) | (349,532) | 4,080 | 102,088 | |
Net income (loss) from discontinued operations, net of tax | 1,250,745 | 99,213 | (17,644) | (39,312) | 3,912 | (8,600) | 8,737 | (4,076) | 1,293,002 | (27) | 63,377 | |
Net income | $ 767,072 | $ 81,031 | $ 170,716 | $ (75,349) | $ (21,142) | $ 15,010 | $ 14,773 | $ (4,588) | 943,470 | 4,053 | 165,465 | |
Computation of income attributable to common stockholders: | ||||||||||||
(Loss) income from continuing operations attributable to common stockholders- basic and diluted | (349,532) | 4,080 | 102,088 | |||||||||
Income (loss) from discontinued operations attributable to common stockholders-basic and diluted | 1,293,002 | (27) | 63,377 | |||||||||
Income attributable to common stockholders-basic and diluted | $ 943,470 | $ 4,053 | $ 165,465 | |||||||||
Basic (loss) income per share: | ||||||||||||
Continuing operations | $ (0.46) | $ (0.02) | $ 0.18 | $ (0.03) | $ (0.33) | $ 0 | $ 0.10 | |||||
Discontinued operations | 1.19 | 0.10 | (0.02) | (0.04) | 1.23 | 0 | 0.06 | |||||
Net basic income per share | 0.73 | 0.08 | 0.16 | (0.07) | 0.90 | 0 | 0.16 | |||||
Diluted (loss) income per share: | ||||||||||||
Continuing operations | (0.46) | (0.02) | 0.18 | (0.03) | (0.33) | 0 | 0.10 | |||||
Discontinued operations | 1.19 | 0.10 | (0.02) | (0.04) | 1.23 | 0 | 0.06 | |||||
Net diluted income per share | $ 0.73 | $ 0.08 | $ 0.16 | $ (0.07) | $ 0.90 | $ 0 | $ 0.16 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||||||||
Net income | $ 767,072 | $ 81,031 | $ 170,716 | $ (75,349) | $ (21,142) | $ 15,010 | $ 14,773 | $ (4,588) | $ 943,470 | $ 4,053 | $ 165,465 |
Defined benefit pension plans: | |||||||||||
Amortization of prior service cost, net transition obligation and net actuarial losses included in net periodic pension cost, net of $4,842, $3,600, and $(1,681) tax expense (benefit) | 7,255 | 5,464 | (1,931) | ||||||||
Total other comprehensive income (loss) | 7,255 | 5,464 | (1,931) | ||||||||
Comprehensive income | $ 950,725 | $ 9,517 | $ 163,534 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Amortization of prior service cost, net transition obligation and net actuarial losses included in net periodic pension cost, tax expense (benefit) | $ 4,842 | $ 3,600 | $ 1,681 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance - beginning of period at Feb. 28, 2015 | $ 988,558 | $ 4,521,023 | $ (5,406,675) | $ (45,850) | $ 57,056 |
BALANCE (in shares) at Feb. 28, 2015 | 988,558 | ||||
Increase (Decrease) in Stockholders' Deficit | |||||
Net income | 165,465 | 165,465 | |||
Other comprehensive income (loss): | |||||
Changes in Defined Benefit Plans, net of $4,842, $3,600 and $1,681 tax (expense) benefit at March 3,2018, March 4, 2017 and February 27,2016 respectively | (1,931) | (1,931) | |||
Comprehensive income | 163,534 | ||||
Exchange of restricted shares for taxes | $ (2,045) | (15,461) | (17,506) | ||
Exchange of restricted shares for taxes (in shares) | (2,045) | ||||
Issuance of restricted stock | $ 2,751 | (2,751) | |||
Issuance of restricted stock (in shares) | 2,751 | ||||
Cancellation of restricted stock | $ (420) | 420 | |||
Cancellation of restricted stock (in shares) | (420) | ||||
Amortization of restricted stock balance | 28,342 | 28,342 | |||
Stock-based compensation expense | 11,164 | 11,164 | |||
Conversion of convertible debt instruments | $ 24,762 | 39,327 | 64,089 | ||
Conversion of convertible debt instruments (in shares) | 24,762 | ||||
Tax benefit from exercise of stock options and restricted stock vesting | 22,466 | 22,466 | |||
Stock options exercised | $ 6,394 | 4,982 | 11,376 | ||
Stock options exercised (in shares) | 6,394 | ||||
Shares issued for EnvisionRx acquisition | $ 27,754 | 213,153 | 240,907 | ||
Shares issued for EnvisionRx acquisition (in shares) | 27,754 | ||||
Balance - end of period at Feb. 27, 2016 | $ 1,047,754 | 4,822,665 | (5,241,210) | (47,781) | 581,428 |
BALANCE (in shares) at Feb. 27, 2016 | 1,047,754 | ||||
Increase (Decrease) in Stockholders' Deficit | |||||
Net income | 4,053 | 4,053 | |||
Other comprehensive income (loss): | |||||
Changes in Defined Benefit Plans, net of $4,842, $3,600 and $1,681 tax (expense) benefit at March 3,2018, March 4, 2017 and February 27,2016 respectively | 5,464 | 5,464 | |||
Comprehensive income | 9,517 | ||||
Exchange of restricted shares for taxes | $ (809) | (5,446) | (6,255) | ||
Exchange of restricted shares for taxes (in shares) | (809) | ||||
Issuance of restricted stock | $ 3,613 | (3,613) | |||
Issuance of restricted stock (in shares) | 3,613 | ||||
Cancellation of restricted stock | $ (424) | 424 | |||
Cancellation of restricted stock (in shares) | (424) | ||||
Amortization of restricted stock balance | 12,588 | 12,588 | |||
Stock-based compensation expense | 9,989 | 9,989 | |||
Tax benefit from exercise of stock options and restricted stock vesting | (148) | (148) | |||
Stock options exercised | $ 3,556 | 3,395 | 6,951 | ||
Stock options exercised (in shares) | 3,556 | ||||
Balance - end of period at Mar. 04, 2017 | $ 1,053,690 | 4,839,854 | (5,237,157) | (42,317) | 614,070 |
BALANCE (in shares) at Mar. 04, 2017 | 1,053,690 | ||||
Increase (Decrease) in Stockholders' Deficit | |||||
Net income | 943,470 | 943,470 | |||
Other comprehensive income (loss): | |||||
Changes in Defined Benefit Plans, net of $4,842, $3,600 and $1,681 tax (expense) benefit at March 3,2018, March 4, 2017 and February 27,2016 respectively | 7,255 | 7,255 | |||
Comprehensive income | Accounting Standards Update 2018-02 | 513 | ||||
Comprehensive income | 950,725 | ||||
Cumulative Effect of Prospective Application of New Accounting Principle Net of Tax 1 | Accounting Standards Update 2016-09 | 11,729 | 11,729 | |||
Cumulative Effect of Prospective Application of New Accounting Principle Net of Tax 1 | Accounting Standards Update 2018-02 | (513) | 513 | |||
Exchange of restricted shares for taxes | $ (1,454) | (2,649) | (4,103) | ||
Exchange of restricted shares for taxes (in shares) | (1,454) | ||||
Issuance of restricted stock | $ 13,856 | (13,856) | |||
Issuance of restricted stock (in shares) | 13,856 | ||||
Cancellation of restricted stock | $ (3,594) | 3,594 | |||
Cancellation of restricted stock (in shares) | (3,594) | ||||
Amortization of restricted stock balance | 18,365 | 18,365 | |||
Stock-based compensation expense | 2,761 | 2,761 | |||
Amortization of performance-based incentive plans | 1,667 | 1,667 | |||
Stock options exercised | $ 4,820 | 976 | 5,796 | ||
Stock options exercised (in shares) | 4,820 | ||||
Balance - end of period at Mar. 03, 2018 | $ 1,067,318 | $ 4,850,712 | $ (4,282,471) | $ (34,549) | $ 1,601,010 |
BALANCE (in shares) at Mar. 03, 2018 | 1,067,318 |
CONSOLIDATED STATEMENTS OF STO8
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||
Changes in defined benefit plans tax (expense) benefit | $ 4,842 | $ 3,600 | $ 1,681 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
OPERATING ACTIVITIES: | |||
Net income | $ 943,470 | $ 4,053 | $ 165,465 |
Net income (loss) from discontinued operations, net of tax | 1,293,002 | (27) | 63,377 |
Net (loss) income from continuing operations | (349,532) | 4,080 | 102,088 |
Adjustments to reconcile to net cash provided by operating activities: | |||
Depreciation and amortization | 386,057 | 407,366 | 361,134 |
Lease termination and impairment charges | 58,765 | 45,778 | 40,477 |
Goodwill impairment | 261,727 | 0 | |
LIFO (credit) charge | (28,827) | (3,721) | 7,892 |
Gain on sale of assets, net | (25,872) | (6,649) | (606) |
Stock-based compensation expense | 25,793 | 23,482 | 37,948 |
Loss on debt retirements, net | 8,180 | 33,205 | |
Changes in deferred taxes | 260,411 | 35,038 | 79,488 |
Excess tax benefit on stock options and restricted stock | (543) | (22,884) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (349,481) | (159,590) | 264,525 |
Inventories | 18,835 | (49,381) | 136,823 |
Accounts payable | 211,511 | 39,542 | (480) |
Other assets and liabilities, net | 42,083 | (152,375) | (329,267) |
Net cash provided by operating activities of continuing operations | 511,470 | 183,027 | 710,343 |
INVESTING ACTIVITIES: | |||
Payments for property, plant and equipment | (185,879) | (254,149) | (391,199) |
Intangible assets acquired | (28,885) | (39,648) | (89,874) |
Acquisition of businesses, net of cash acquired | (1,778,377) | ||
Proceeds from insured loss | 4,239 | ||
Proceeds from sale-leaseback transactions | 26,953 | ||
Proceeds from dispositions of assets and investments | 27,586 | 16,852 | 9,773 |
Net cash used in investing activities of continuing operations | (182,939) | (276,945) | (2,222,724) |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of long-term debt | 1,800,000 | ||
Net (payments to) proceeds from revolver | (265,000) | 330,000 | 375,000 |
Principal payments on long-term debt | (9,882) | (16,588) | (667,494) |
Change in zero balance cash accounts | 35,605 | 43,080 | (62,878) |
Net proceeds from issuance of common stock | 5,796 | 6,951 | 11,376 |
Financing fees paid for early debt redemption | (26,003) | ||
Excess tax benefit on stock options and restricted stock | 543 | 22,884 | |
Deferred financing costs paid | (34,634) | ||
Payments for taxes related to net share settlement of equity awards | (4,103) | (6,254) | (17,506) |
Net cash (used in) provided by financing activities from continuing operations | (237,584) | 357,732 | 1,400,745 |
Cash flows from discontinued operations: | |||
Operating activities of discontinued operations | (245,126) | 49,090 | 304,565 |
Investing activities of discontinued operations | 3,496,222 | (187,314) | (179,134) |
Financing activities of discontinued operations | (3,140,119) | (4,651) | (5,223) |
Net cash provided by (used in) discontinued activities | 110,977 | (142,875) | 120,208 |
Increase in cash and cash equivalents | 201,924 | 120,939 | 8,572 |
Cash and cash equivalents, beginning of year | 245,410 | 124,471 | 115,899 |
Cash and cash equivalents, end of year | $ 447,334 | $ 245,410 | $ 124,471 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 03, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Description of Business The Company is a Delaware corporation and through its 100 percent owned subsidiaries, operates a pharmacy retail healthcare company in the United States of America. The Company operates through its two reportable segments: the Retail Pharmacy segment and the Pharmacy Services segment. The Retail Pharmacy segment operates one of the largest retail drugstore chains in the United States, with 2,550 stores in operation as of March 3, 2018. The Retail Pharmacy segment's drugstores' primary business is the sale of brand and generic prescription drugs. The Retail Pharmacy segment also sells a full selection of health and beauty aids and personal care products, seasonal merchandise and a large private brand product line. The Pharmacy Services segment, acquired by the Company in connection with the June 24, 2015 acquisition of EnvisionRx, operates both a transparent and traditional pharmacy benefit management ("PBM") business; mail-order and specialty pharmacy services through EnvisionPharmacies; access to the nation's largest cash pay infertility discount drug program via Design Rx; a claims adjudication software platform through Laker Software; and a national Medicare Part D prescription drug plan through Envision Insurance Company ("EIC"). See Note 21 for additional details on the Company's reportable segments. The discussion and presentation of the operating and financial results of our business segments have been impacted by the following event. Pursuant to the terms and subject to the conditions set forth in the Amended and Restated Asset Purchase Agreement, Walgreen Co. agreed to purchase from Rite Aid 1,932 stores, three distribution centers, related inventory and other specified assets and liabilities related thereto for a purchase price of approximately $4.375 billion, on a cash-free, debt-free basis (the "Asset Sale" or the "Sale"). As of March 3, 2018, the Company has sold 1,651 stores and related assets to WBA in exchange for proceeds of $3,553.5 million, which were used to repay outstanding debt. Based on its magnitude and because the Company is exiting certain markets, the Sale represents a significant strategic shift that has a material effect on the Company's operations and financial results. Accordingly, the Company has applied discontinued operations treatment for the Asset Sale as required by Accounting Standards Codification 210-05— Discontinued Operations (ASC 205-20). In accordance with ASC 205-20, the Company reclassified the assets and liabilities to be sold, including 1,932 stores (the "Acquired Stores"), three (3) distribution centers, related inventory and other specified assets and liabilities related thereto (collectively the "Assets to be Sold" or "Disposal Group") to assets and liabilities held for sale on its consolidated balance sheets as of the periods ended March 3, 2018 and March 4, 2017, and reclassified the financial results of the Disposal Group in its consolidated statements of operations and consolidated statements of cash flows for all periods presented. Additionally, corporate support activities related to the Disposal Group were not reclassified to discontinued operations. Please see additional information as provided in Note 4 Asset Sale to WBA. Prior to the June 24, 2015 acquisition of EnvisionRx, the Company's operations consisted solely of the Retail Pharmacy segment. Following the completion of the EnvisionRx acquisition, the Company organized its operations into the Retail Pharmacy segment and the Pharmacy Services segment. Revenues for the Company are as follows: Year Ended March 3, March 4, February 27, Retail Pharmacy segment: Pharmacy sales $ $ $ Front end sales Other revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Retail Pharmacy segment $ $ $ Pharmacy Services segment revenue Intersegment elimination ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales of prescription drugs for our Retail Pharmacy segment represented approximately 65.9%, 66.0% and 66.9% of the Company's total drugstore sales in fiscal years 2018, 2017 and 2016, respectively. The Retail Pharmacy segment's principal classes of products in fiscal 2018 were the following: Product Class Percentage Prescription drugs % Over-the-counter medications and personal care % Health and beauty aids % General merchandise and other % Fiscal Year The Company's fiscal year ends on the Saturday closest to February 29 or March 1. The fiscal year ended March 3, 2018 included 52 weeks. The fiscal year ended March 4, 2017 included 53 weeks. The fiscal year ended February 27, 2016 included 52 weeks. Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its 100 percent owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are readily convertible to known amounts of cash and which have original maturities of three months or less when purchased. Allowance for Uncollectible Receivables Substantially all prescription sales are made to customers who are covered by third-party payors, such as insurance companies, government agencies and employers. The Company recognizes receivables that represent the amount owed to the Company for sales made to customers or employees of those payors that have not yet been paid. The Company maintains a reserve for the amount of these receivables deemed to be uncollectible. This reserve is calculated based upon historical collection activity adjusted for current conditions. Inventories Inventories are stated at the lower of cost or market. Inventory balances include the capitalization of certain costs related to purchasing, freight and handling costs associated with placing inventory in its location and condition for sale. The Company uses the last-in, first-out ("LIFO") cost flow assumption for substantially all of its inventories. The Company calculates its inflation index based on internal product mix and utilizes the link-chain LIFO method. Impairment of Long-Lived Assets Asset impairments are recorded when the carrying value of assets are not recoverable. For purposes of recognizing and measuring impairment of long-lived assets, the Company categorizes assets of operating stores as "Assets to Be Held and Used" and "Assets to Be Disposed Of." The Company evaluates assets at the store level because this is the lowest level of identifiable cash flows ascertainable to evaluate impairment. Assets being tested for recoverability at the store level include tangible long-lived assets and identifiable, finite-lived intangibles that arose in purchase business combinations. Corporate assets to be held and used are evaluated for impairment based on excess cash flows from the stores that support those assets. The Company reviews long-lived assets to be held and used for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset, the Company recognizes an impairment loss. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the following useful lives: buildings—30 to 45 years; equipment—3 to 15 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful life of the asset or the term of the lease. When determining the amortization period of a leasehold improvement, the Company considers whether discretionary exercise of a lease renewal option is reasonably assured. If it is determined that the exercise of such option is reasonably assured, the Company will amortize the leasehold improvement asset over the minimum lease term, plus the option period. This determination depends on the remaining life of the minimum lease term and any economic penalties that would be incurred if the lease option is not exercised. Capitalized lease assets are recorded at the lesser of the present value of minimum lease payments or fair market value and amortized over the estimated useful life of the related property or term of the lease. The Company capitalizes direct internal and external development costs associated with internal-use software. Neither preliminary evaluation costs nor costs associated with the software after implementation are capitalized. For fiscal years 2018, 2017 and 2016, the Company capitalized costs of approximately $13,940, $6,189 and $7,680, respectively. Goodwill The Company recognizes goodwill as the excess of the purchase price over the fair value of the assets acquired and liabilities assumed during business combinations. The Company accounts for goodwill under ASC Topic 350, "Intangibles—Goodwill and Other", which does not permit amortization, but instead requires the Company to perform an annual impairment review, or more frequently if events or circumstances indicate that impairment may be more likely. See Note 13 for additional information on goodwill. Intangible Assets The Company has certain finite-lived intangible assets that are amortized over their useful lives. The value of favorable and unfavorable leases on stores acquired in business combinations are amortized over the terms of the leases on a straight-line basis. Prescription files acquired in business combinations are amortized over an estimated useful life of ten years on an accelerated basis, which approximates the anticipated prescription file retention and related cash flows. Purchased prescription files acquired in other than business combinations are amortized over their estimated useful lives of five years on a straight-line basis. The value of finite-lived trade names are amortized over 10 years on a straight-line basis. The value of customer relationships, acquired in connection with the Company's acquisition of EnvisionRx, are amortized over a period between 10 and 20 years on a descending percentage method which matches the pattern of expected discounted cash flows. The Pharmacy Services segment's contract with Centers for Medicare and Medicaid Services ("CMS") for Medicare Part D ("Part D"), which is required in order to act as a national provider of the Part D benefit, is amortized over 25 years on a straight line basis. Deferred Financing Costs Costs incurred to issue debt are deferred and amortized as a component of interest expense over the terms of the related debt agreements. Amortization expense of deferred financing costs was $8,403, $4,696 and $4,691 for fiscal 2018, 2017 and 2016, respectively. Revenue Recognition Retail Pharmacy Segment For front end sales, the Retail Pharmacy segment recognizes revenue from the sale of merchandise at the time the merchandise is sold. The Retail Pharmacy segment records revenue net of an allowance for estimated future returns. Return activity is immaterial to revenues and results of operations in all periods presented. For third party payor pharmacy sales, revenue is recognized at the time the prescription is filled, which is or approximates when the customer picks up the prescription and is recorded net of an allowance for prescriptions that were filled but will not be picked up by the customer. For all periods presented, there is no material difference between the revenue recognized at the time the prescription is filled and that which would be recognized when the customer picks up the prescription. For cash prescriptions and patient third party payor co-payments, the Retail Pharmacy segment recognizes revenue when the patient picks up the prescription and tenders the cash price or patient third party payor co-payment amount at the point of sale. Prescriptions are generally not returnable. The Retail Pharmacy segment offers a chain-wide loyalty card program titled wellness +. Members participating in the wellness + loyalty card program earn points on a calendar year basis for eligible front end merchandise purchases and qualifying prescriptions. One point is awarded for each dollar spent towards front end merchandise and 25 points are awarded for each qualifying prescription. Members reach specific wellness + tiers based on the points accumulated during the calendar year, which entitles such customers to certain future discounts and other benefits upon reaching that tier. For example, any customer that reaches 1,000 points in a calendar year achieves the "Gold" tier, enabling them to receive a 20% discount on qualifying purchases of front end merchandise for the remaining portion of the calendar year and also the next calendar year. There is also a similar "Silver" level with a lower threshold and benefit level. As wellness + customers accumulate points, the Retail Pharmacy segment defers the value of the points earned as deferred revenue (included in other current and noncurrent liabilities, based on the expected usage). The amount deferred is based on historic and projected customer activity (e.g., tier level, spending level). As customers receive discounted front end merchandise, the Retail Pharmacy segment recognizes an allocable portion of the deferred revenue. The Retail Pharmacy segment deferred $63,851 as of March 3, 2018 of which $50,036 is included in other current liabilities and $13,815 is included in noncurrent liabilities. The Retail Pharmacy segment deferred $60,255 as of March 4, 2017 of which $46,864 is included in other current liabilities and $13,391 is included in noncurrent liabilities. In January 2018, the Company ended its partnership with American Express Travel Related Services Company, Inc. ("American Express") and later replaced that program with The Rite Aid wellness+ Rewards program, which allows a customer to earn Bonus Cash based on qualifying purchases. wellness+ Rewards members have the opportunity to redeem their accumulated Bonus Cash on a future purchase with a 60 day expiration window. All Bonus Cash is redeemed using a FIFO methodology (e.g., first Bonus Cash earned are the first to be redeemed). For a majority of the Bonus Cash issuances, funding is provided by our vendors through contractual arrangements. This funding is treated as deferred revenue and remains in deferred revenue until a wellness+ Rewards member redeems their Bonus Cash. Upon redemption, the deferred revenue account is decremented with an offsetting credit to sales. For Bonus cash redemptions that are not vendor funded, deferred revenue is recorded and not recognized until Bonus Cash is redeemed. Prior to ending its partnership with American Express, the Company partnered with American Express to be part of a coalition loyalty program titled Plenti. This awards program allows a customer to earn points based on qualifying purchases at participating retailers. Each Plenti point is worth the equivalent of $0.01. The customer has the opportunity to redeem their accumulated points on a future purchase at any of the participating retailers. All points are redeemed using a FIFO methodology (e.g., first points earned are the first to be redeemed). Points expire on December 31st of each year for any point that has aged a minimum of two years that has not been redeemed by the customer. For a majority of the Plenti point issuances, funding is provided by our vendors through contractual arrangements. This funding is treated as deferred revenue and remains in deferred revenue until a customer redeems their points. Upon redemption, the deferred revenue account is decremented with an offsetting credit to sales. For Plenti point redemptions that are not vendor funded, deferred revenue is recorded and not recognized until the points are redeemed. As of March 3, 2018, the Company had deferred revenue of $23,907 relating to the Plenti program which is included in other current liabilities. As of March 4, 2017, the Company had deferred revenue of $35,642 relating to the Plenti program which is included in other current liabilities Pharmacy Services Segment The Pharmacy Services segment ("Pharmacy Services") sells prescription drugs indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The Pharmacy Services segment recognizes revenue from prescription drugs sold by (i) its mail service dispensing pharmacy and (ii) under retail pharmacy network contracts where it is the principal using the gross method at the contract prices negotiated with its clients, primarily employers, insurance companies, unions, government employee groups, health plans, Managed Medicaid plans, Medicare plans, and other sponsors of health benefit plans, and individuals throughout the United States. Revenues include: (i) the portion of the price the client pays directly to the Pharmacy Services segment, net of any volume-related or other discounts paid back to the client (see "Drug Discounts" below), (ii) the price paid to the Pharmacy Services segment by client plan members for mail order prescriptions ("Mail Co-Payments"), (iii) customer copayments made directly to the retail pharmacy network, and (iv) administrative fees. Sales taxes are not included in revenue. Revenue is recognized when: (i) persuasive evidence that the prescription drug sale has occurred or a contractual arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller's price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. The following revenue recognition policies have been established for the Pharmacy Services segment: • Revenues generated from prescription drugs sold by third party pharmacies in the Pharmacy Services segment's retail pharmacy network and associated administrative fees are recognized at the Pharmacy Services segment's point-of-sale, which is when the claim is adjudicated by the Pharmacy Services segment's online claims processing system. • Revenues generated from prescription drugs sold by the Pharmacy Services segment's mail service dispensing pharmacy are recognized when the prescription is delivered. At the time of delivery, the Pharmacy Services segment has performed substantially all of its obligations under its client contracts and does not experience a significant level of returns or reshipments. • Revenues generated from administrative fees based on membership or claims volume are recognized monthly upon active membership in the plan or actual claims volume. In the majority of its contracts, the Pharmacy Services segment has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) latitude in establishing price, (iii) performs part of the service, (iv) having discretion in supplier selection and v) having involvement in the determination of product or service specifications. The Pharmacy Services segment's obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Pharmacy Services segment is contractually required to pay the third party pharmacies in its retail pharmacy network for products sold after payment is received from its clients. The Pharmacy Services segment's responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate and approving the prescription for dispensing. Although the Pharmacy Services segment does not have credit risk with respect to its pharmacy benefit manager operations and retail co-payments, management believes that all of the other applicable indicators of gross revenue reporting are present. Drug Discounts—The Pharmacy Services segment deducts from its revenues that are generated from prescription drugs sold by third party pharmacies any rebates, inclusive of discounts and fees, earned by its clients. Rebates are paid to clients in accordance with the terms of client contracts. Medicare Part D—The Pharmacy Services segment, through its EIC subsidiary, participates in the federal government's Medicare Part D program as a Prescription Drug Plan ("PDP"). Net revenues include insurance premiums earned by the PDP, which are determined based on the PDP's annual bid and related contractual arrangements with the Centers for Medicare and Medicaid Services ("CMS"). The insurance premiums include a direct premium paid by CMS and a beneficiary premium, which is the responsibility of the PDP member, but is subsidized by CMS in the case of low-income members. Premiums collected in advance are initially deferred in accrued expenses and are then recognized in net revenues over the period in which members are entitled to receive benefits. The Pharmacy Services segment records estimates of various assets and liabilities arising from its participation in the Medicare Part D program based on information in its claims management and enrollment systems. Significant estimates arising from its participation in the Medicare Part D program include: (i) estimates of low-income cost subsidy, reinsurance amounts and coverage gap discount amounts ultimately payable to or receivable from CMS based on a detailed claims reconciliation, (ii) an estimate of amounts receivable from CMS under a risk-sharing feature of the Medicare Part D program design, referred to as the risk corridor and (iii) estimates for claims that have been reported and are in the process of being paid or contested. Actual amounts of Medicare Part D-related assets and liabilities could differ significantly from amounts recorded. Historically, the effect of these adjustments has not been material to our results of operations or financial position. See Note 21 for additional information about the revenues of the Company's business segments. Cost of Revenues Retail Pharmacy Segment Cost of revenues for the Retail Pharmacy segment includes the following: the cost of inventory sold during the period, including related vendor rebates and allowances, LIFO credit or charges, costs incurred to return merchandise to vendors, inventory shrink, purchasing costs and warehousing costs, which include inbound freight costs from the vendor, distribution payroll and benefit costs, distribution center occupancy costs and depreciation expense and delivery expenses to the stores. Pharmacy Services Segment The Pharmacy Services segment's cost of revenues includes the cost of prescription drugs sold during the reporting period indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The cost of prescription drugs sold component of cost of revenues includes: (i) the cost of the prescription drugs purchased from manufacturers or distributors and shipped to members in clients' benefit plans from the Pharmacy Services segment's mail service dispensing pharmacy, net of any volume-related or other discounts (see "Vendor allowances and purchase discounts" below) and (ii) the cost of prescription drugs sold through the Pharmacy Services segment's retail pharmacy network under contracts where it is the principal, net of any volume-related or other discounts. See Note 21 for additional information about the cost of revenues of the Company's business segments. Vendor Rebates and Allowances and Purchase Discounts Retail Pharmacy Segment The Retail Pharmacy segment rebates and allowances received from vendors relate to either buying and merchandising or promoting the product. Buying and merchandising related rebates and allowances are recorded as a reduction of cost of revenue as product is sold. Buying and merchandising rebates and allowances include all types of vendor programs such as cash discounts from timely payment of invoices, purchase discounts or rebates, volume purchase allowances, price reduction allowances and slotting allowances. Certain product promotion related rebates and allowances, primarily related to advertising, are recorded as a reduction in selling, general and administrative expenses when the advertising commitment has been satisfied. Pharmacy Services Segment The Pharmacy Services segment receives purchase discounts on products purchased. The Pharmacy Services segment's contractual arrangements with vendors, including manufacturers, wholesalers and retail pharmacies, normally provide for the Pharmacy Services segment to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase, or (ii) a discount (or rebate) paid subsequent to dispensing when products are purchased indirectly from a manufacturer (e.g., through a wholesaler or retail pharmacy). These rebates are recognized when prescriptions are dispensed and are generally billed to manufacturers within 30 days of the end of each completed quarter. Historically, the effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected has not been material to the Pharmacy Services segment's results of operations. The Pharmacy Services segment accounts for the effect of any such differences as a change in accounting estimate in the period the reconciliation is completed. The Pharmacy Services segment also receives additional discounts under its wholesaler contracts and fees from pharmaceutical manufacturers for administrative services. Purchase discounts and administrative service fees are recorded as a reduction of cost of revenues. Reinsurance To minimize risk and statutory capital requirements, EIC enters into quota share reinsurance agreements with unaffiliated reinsurers whereby they assume a quota share percentage of the company's Medicare Part D program. The net revenue and net cost of revenue for EIC has been reduced by the amounts ceded to reinsurers under these agreements. EIC does not have a reinsurance agreement in place for calender 2018. Rent The Company records rent expense on operating leases on a straight-line basis over the minimum lease term. The Company begins to record rent expense at the time that the Company has the right to use the property. From time to time, the Company receives incentive payments from landlords that subsidize lease improvement construction. These leasehold incentives are deferred and recognized on a straight-line basis over the minimum lease term. Selling, General and Administrative Expenses Selling, general and administrative expenses include store and corporate administrative payroll and benefit costs, occupancy costs which include retail store and corporate rent costs, facility and leasehold improvement depreciation and utility costs, advertising, repair and maintenance, insurance, equipment depreciation and professional fees. Repairs and Maintenance Routine repairs and maintenance are charged to operations as incurred. Improvements and major repairs, which extend the useful life of an asset, are capitalized and depreciated. Advertising Advertising costs, net of specific vendor advertising allowances, are expensed in the period the advertisement first takes place. Advertising expenses, net of vendor advertising allowances, for fiscal 2018, 2017 and 2016 were $161,826, $181,438 and $191,534, respectively. Insurance The Company is self-insured for certain general liability and workers' compensation claims. For claims that are self-insured, stop-loss insurance coverage is maintained for workers' compensation occurrences exceeding $1,000 and general liability occurrences exceeding $3,000. The Company utilizes actuarial studies as the basis for developing reported claims and estimating claims incurred but not reported relating to the Company's self-insurance. Workers' compensation claims are discounted to present value using a risk-free interest rate. Benefit Plan Accruals The Company has several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. The Company records expense related to these plans using actuarially determined amounts that are calculated under the provisions of ASC 715, "Compensation—Retirement Benefits." Key assumptions used in the actuarial valuations include the discount rate, the expected rate of return on plan assets and the rate of increase in future compensation levels. Stock-Based Compensation The Company has several stock option plans, which are described in detail in Note 17. The Company accounts for stock-based compensation under ASC 718, "Compensation—Stock Compensation." The Company recognizes option expense over the requisite service period of the award, net of an estimate for the impact of award forfeitures. Store Pre-opening Expenses Costs incurred prior to the opening of a new or relocated store, associated with a remodeled store or related to the opening of a distribution facility are charged against earnings when incurred. Litigation Reserves The Company is involved in litigation on an ongoing basis. The Company accrues its best estimate of the probable loss related to legal claims. Such estimates are developed in consultation with in-house counsel, and are based upon a combination of litigation and settlement strategies. Facility Closing Costs and Lease Exit Charges When a store or distribution center is closed, the Company records an expense for unrecoverable costs and accrues a liability equal to the present value at current credit adjusted risk-free interest rates of the remaining lease obligations and anticipated ancillary occupancy costs, net of estimated sublease income. Other store or distribution center closing and liquidation costs are expensed when incurred. Income Taxes Deferred income taxes are determined based on the difference between the financial reporting and tax basis of assets and liabilities. Deferred income tax expense (benefit) represents the change during the reporting period in the deferred tax assets and deferred tax liabilities, net of the effect of acquisitions and dispositions. Deferred tax assets include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. The Company has net operating loss ("NOL") carryforwards that can be utilized to offset future income for federal and state tax purposes. These NOLs generate a significant deferred tax asset. The Company regularly reviews the deferred tax assets for recoverability considering historical profitability, projected taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company recognizes tax liabilities in accordance with ASC 740, "Income Taxes" and the Company adjusts these liabilities with changes in judgment as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. The Tax Cuts and Jobs Act (the "Tax Act"), enacted on December 22, 2017, among other things, permanently lowered the statutory federal corporate tax rate from 35% to 21%, effective for tax years including or beginning January 1, 2018. Under the guidance of ASC 740, "Income Taxes" ("ASC 740"), the Company re-measured its net deferred tax assets on the date of enactment based on the reduction in the overall future tax benefit expected to be realized at the lower tax rate implemented by the new legislation. Although in the normal course of business the Company is required to make estimates and assumptions for certain tax items which cannot be fully determined at period end, |
Acquisition
Acquisition | 12 Months Ended |
Mar. 03, 2018 | |
Acquisition | |
Acquisition | 2. Acquisition On June 24, 2015, the Company acquired TPG VI Envision BL, LLC and Envision Topco Holdings, LLC ("EnvisionRx"), pursuant to the terms of an agreement ("Agreement") dated February 10, 2015 (the "Acquisition"). EnvisionRx, which has been rebranded as EnvisionRxOptions ("EnvisionRx" or "EnvisionRxOptions"), is a full-service pharmacy services provider. EnvisionRx provides both transparent and traditional pharmacy benefit manager ("PBM") service options through its EnvisionRx and MedTrak PBMs, respectively. EnvisionRx also offers fully integrated mail-order and specialty pharmacy services through EnvisionPharmacies; access to the nation's largest cash pay infertility discount drug program via Design Rx; an innovative claims adjudication software platform in Laker Software; and a national Medicare Part D prescription drug plan through Envision Insurance Company's ("EIC") EnvisionRx Plus Silver product for the low income auto-assign market and its Clear Choice product for the chooser market. EnvisionRx is headquartered in Twinsburg, Ohio and operates as a 100 percent owned subsidiary of the Company. Pursuant to the terms of the Agreement, as consideration for the Acquisition, the Company paid $1,882,211 in cash and issued 27,754 shares of Rite Aid common stock. The Company financed the cash portion of the Acquisition with borrowings under its Amended and Restated Senior Secured Revolving Credit Facility, and the net proceeds from the April 2, 2015 issuance of $1,800,000 aggregate principal amount of 6.125% senior notes due 2023 (the "6.125% Notes"). The consideration associated with the common stock was $240,907 based on a stock price of $8.68 per share, representing the closing price of the Company's common stock on the closing date of the Acquisition. The Company's consolidated financial statements for fiscal 2018 and fiscal 2017 include EnvisionRx results of operations. The Company's consolidated financial statements for fiscal 2016 includes EnvisionRx results of operations from the Acquisition date of June 24, 2015 through February 27, 2016 (please see Note 21 Segment Reporting for the Pharmacy Services segment results included within the consolidated financial statements for the fifty-two week period ended March 3, 2018, fifty-three week period ended March 4, 2017 and the fifty-two week period ended February 27, 2016, which reflects the results of EnvisionRx). The Company's consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805 "Business Combinations", whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the Acquisition date. During fiscal 2017, the Company finalized the valuation of the identifiable assets acquired and the liabilities assumed. The following is the allocation of the purchase price: Final purchase price Cash consideration $ Stock consideration ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Final purchase price allocation Cash and cash equivalents $ Accounts receivable Inventories Prepaid expenses and other current assets ​ ​ ​ ​ ​ Total current assets Property and equipment Intangible assets(1) Goodwill Other assets ​ ​ ​ ​ ​ Total assets acquired ​ ​ ​ ​ ​ Accounts payable Reinsurance funds held Other current liabilities(2) ​ ​ ​ ​ ​ Total current liabilities Other long term liabilities(3) ​ ​ ​ ​ ​ Total liabilities assumed ​ ​ ​ ​ ​ Net assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Intangible assets are recorded at estimated fair value, as determined by management based on available information which includes a final valuation prepared by an independent third party. The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The major assumptions used in arriving at the estimated identifiable intangible asset values included management's estimates of future cash flows, discounted at an appropriate rate of return which are based on the weighted average cost of capital for both the Company and other market participants, projected customer attrition rates, as well as applicable royalty rates for comparable assets. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The estimated fair value of intangible assets and related useful lives as included in the final purchase price allocation include: Estimated Estimated Customer relationships $ CMS license Claims adjudication and other developed software Trademarks Backlog Trademarks Indefinite ​ ​ ​ ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (2) Other current liabilities includes $116,057 due to TPG under the terms of the Agreement, representing the amounts due to EnvisionRx from CMS, less corresponding amounts due to various reinsurance providers under certain reinsurance programs, for CMS activities that relate to the year ended December 31, 2014. This liability was satisfied with a payment to TPG on November 5, 2015. (3) Primarily relates to deferred tax liabilities. The above goodwill represents future economic benefits expected to be recognized from the Company's expansion into the pharmacy services market, as well as expected future synergies and operating efficiencies from combining operations with EnvisionRx. Goodwill resulting from the Acquisition of $1,639,355 has been allocated to the Pharmacy Services segment of which $1,368,657 is deductible for tax purposes. During fiscal 2018, 2017 and 2016, acquisition costs of $0, $6 and $27,402, respectively, were expensed as incurred. The following unaudited pro forma combined financial data gives effect to the Acquisition as if it had occurred as of March 1, 2014. These unaudited pro forma combined results have been prepared by combining the historical results of the Company and historical results of EnvisionRx. The unaudited pro forma combined financial data for all periods presented were adjusted to give effect to pro forma events that 1) are directly attributable to the aforementioned transaction, 2) factually supportable, and 3) expected to have a continuing impact on the consolidated results of operations. Specifically, these adjustments reflect: • Incremental interest expense relating to the $1,800,000 6.125% Notes issued on April 2, 2015, the net proceeds of which were used to finance the cash portion of the Acquisition. • Incremental amortization resulting from increased fair value of the identifiable intangible assets as noted in the final purchase price allocation. • Removal of costs incurred in connection with the Acquisition by both the Company and EnvisionRx, including bridge loan commitment fees of $15,375. • Removal of interest expense incurred by EnvisionRx as the underlying debt was repaid upon the acquisition date. • Removal of debt extinguishment charges incurred by EnvisionRx. • Inclusion of the 27,754 shares of Rite Aid common stock issued to fund the stock portion of the purchase price in the basic and diluted share calculation. The unaudited pro forma combined information is not necessarily indicative of what the combined company's results actually would have been had the Acquisition been completed as of the beginning of the periods as indicated. In addition, the unaudited pro forma combined information does not purport to project the future results of the combined company. Year Ended March 3, March 4, February 27, Pro forma Pro forma Pro forma Net revenues as reported $ $ $ EnvisionRx revenue, prior to the acquisition — — Less pre-acquisition intercompany revenue — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro forma combined revenues $ $ $ Net income as reported $ $ $ EnvisionRx net (loss) income before income taxes, prior to the acquisition — — ) Incremental interest expense on the 6.125% Notes issued on April 2, 2015 — — ) Incremental amortization resulting from fair value adjustments of the identifiable intangible assets — — ) Transaction costs incurred by both the Company and EnvisionRx — — Interest expense incurred by EnvisionRx — — Debt extinguishment charges incurred by EnvisionRx — — Income tax expense relating to pro forma adjustments — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro forma net income $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro forma net (loss) income from continuing operations $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (loss) income per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted (loss) income per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net diluted income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The unaudited pro forma combined financial information for fiscal 2018 and fiscal 2017 is identical to the actual results reported by the Company because EnvisionRx results were included in the consolidated operations of the Company for the entire period. |
Merger Agreement
Merger Agreement | 12 Months Ended |
Mar. 03, 2018 | |
Merger Agreement | |
Merger Agreement | 3. Merger Agreement Agreement and Plan of Merger On February 18, 2018, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Albertsons Companies, Inc. ("Albertsons"), Ranch Acquisition II LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of Albertsons ("Merger Sub II"), and Ranch Acquisition Corp., a Delaware corporation and a wholly-owned direct subsidiary of Merger Sub II ("Merger Sub" and, together with Merger Sub II, the "Merger Subs"). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned direct subsidiary of Merger Sub II (the "Surviving Corporation"), and (ii) immediately following the Merger, the Surviving Corporation will merge with and into Merger Sub II (the "Subsequent Merger" and, together with the Merger, the "Mergers"), with Merger Sub II surviving the Subsequent Merger as a wholly-owned direct subsidiary of Albertsons (the "Surviving Company"). At the effective time of the Merger (the "Effective Time"), each share of Rite Aid common stock issued and outstanding immediately prior to the Effective Time (other than shares of Rite Aid common stock owned by Albertsons, Merger Sub or the Company (including treasury stock held by the Company), which will be cancelled) will be converted into the right to receive and become exchangeable for 0.1000 (the "Base Exchange Ratio") of a fully paid and nonassessable share of Albertsons common stock, par value $0.01 per share ("Albertsons Common Stock") (the "Base Consideration"), without interest, plus, at the election of the holder of Rite Aid common stock, either (i) an amount in cash equal to $0.1832 per share (the "Additional Cash Consideration" and, together with the Base Consideration, the "Cash Election Consideration"), without interest, or (ii) 0.0079 (the "Additional Stock Election Exchange Ratio" and, together with the Base Exchange Ratio, the "Stock Election Exchange Ratio") of a fully paid and nonassessable share of Albertsons Common Stock (the "Additional Stock Consideration" and, together with the Base Consideration, the "Stock Election Consideration"). Subject to the terms of the Merger Agreement, at the Effective Time, each option to purchase Rite Aid common stock granted under any Company stock plan that is outstanding and unexercised immediately prior to the Effective Time (each, a "Rite Aid Stock Option"), whether or not then vested or exercisable, will be assumed by Albertsons and will be converted into a stock option to acquire a number of shares of Albertsons Common Stock (an "Albertsons Stock Option"), on the same terms and conditions as were applicable to such Rite Aid Stock Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the Merger Agreement), equal to the product of (i) the number of shares of Rite Aid common stock subject to such Rite Aid Stock Option immediately prior to the Effective Time multiplied by (ii) the Base Exchange Ratio, with any fractional shares rounded down to the nearest whole number of shares after aggregating each individual holder's Rite Aid Stock Options with the same exercise price. The exercise price per share of Albertsons Common Stock subject to each such Albertsons Stock Option will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the excess of (x) the per share exercise price of such Rite Aid Stock Option immediately prior to the Effective Time over (y) the Additional Cash Consideration divided by (B) the Base Exchange Ratio. Except as described below for a current or former non-employee director, consultant, employee or other service provider of the Company who is not a continuing employee or continuing service provider after the Effective Time (each, a "Former Service Provider"), subject to the terms of the Merger Agreement, at the Effective Time, each outstanding time- or performance-vesting restricted stock unit granted under any Company stock plan (each, a "Rite Aid RSU"), whether or not then vested, will be assumed by Albertsons and will be converted into a restricted stock unit award (an "Albertsons RSU"), on the same terms and conditions as were applicable to such Rite Aid RSU immediately prior to the Effective Time (including settlement in cash with respect to any Rite Aid RSU that by its terms provides for settlement in cash and settlement in Albertsons Common Stock with respect to any Rite Aid RSU that by its terms provides for settlement in Rite Aid common stock), relating to the number of shares of Albertsons Common Stock equal to the product of (i) the number of Rite Aid RSUs held by the holder thereof immediately prior to the Effective Time, assuming achievement of any applicable performance metrics at the target level of achievement, multiplied by (ii) the Stock Election Exchange Ratio, with any fractional shares rounded to the nearest whole number of shares. Except as described below for Former Service Providers, subject to the terms of the Merger Agreement, at the Effective Time, each outstanding restricted share award granted under any Company stock plan (each, a "Rite Aid RSA"), whether or not then vested, will be assumed by Albertsons and will be converted into a restricted share award (each, an "Albertsons RSA") on the same terms and conditions as were applicable to such Rite Aid RSA immediately prior to the Effective Time (but taking into account any changes thereto provided for in the Merger Agreement), relating to the number of shares of Albertsons Common Stock equal to the product of (i) the number of shares of Rite Aid common stock subject to such Rite Aid RSA multiplied by (ii) the Base Exchange Ratio, with any fractional shares rounded to the nearest whole number of shares, plus, a number of shares of Albertsons Common Stock or an amount in cash equal to the product of (X) the number of shares of Rite Aid common stock subject to such Rite Aid RSA immediately prior to the Effective Time multiplied by (Y) the Additional Stock Consideration or the Additional Cash Consideration, as elected by the holder of such Rite Aid RSA. Subject to the terms of the Merger Agreement, with respect to each Rite Aid RSA and Rite Aid RSU held by a Former Service Provider, (i) the vesting will be fully accelerated at the Effective Time (and all restrictions thereupon will lapse), and (ii) subject to deduction and withholding rights, in respect of such outstanding Rite Aid RSA or Rite Aid RSU, such Former Service Provider will be entitled to receive that number of whole shares of Albertsons Common Stock equal to the product of (A) the number of shares of Rite Aid common stock subject to such Rite Aid RSA or Rite Aid RSU immediately prior to the Effective Time (assuming achievement of any applicable performance metrics at the target level of achievement) multiplied by (B) the Base Exchange Ratio, with any fractional shares rounded to the nearest whole number of shares, plus, a number of shares of Albertsons Common Stock or an amount in cash equal to the product of (X) the number of shares of Rite Aid common stock subject to such Rite Aid RSA or Rite Aid RSU immediately prior to the Effective Time (assuming achievement of any applicable performance metrics at the target level of achievement) multiplied by (Y) the Additional Stock Consideration or the Additional Cash Consideration, as elected by the holder of such Rite Aid RSA and Rite Aid RSU, except, with respect to any Rite Aid RSU that by its terms provides for settlement in cash, the Former Service Provider will be entitled to receive the cash value of the number of whole shares of Albertsons Common Stock equal to the product of (A) the number of shares of Rite Aid common stock subject to such Rite Aid RSU immediately prior to the Effective Time (assuming achievement of any applicable performance metrics at the target level of achievement) multiplied by (B) the Base Exchange Ratio, with any fractional shares rounded to the nearest whole number of shares, plus, an amount in cash equal to the product of (X) the number of shares of Rite Aid common stock subject to such Rite Aid RSU immediately prior to the Effective Time (assuming achievement of any applicable performance metrics at the target level of achievement) multiplied by (Y) the Additional Cash Consideration (for the avoidance of doubt, the holder will not have the right to elect Additional Stock Consideration). Consummation of the Merger is subject to various closing conditions, including but not limited to (i) approval of the Merger Agreement by holders of a majority of the outstanding shares of our common stock entitled to vote on the Merger, (ii) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") (which condition was satisfied on March 28, 2018), (iii) the absence of any law or order prohibiting the Merger, (iv) the absence of a material adverse effect on the Company and Albertsons, in each case, as defined in the Merger Agreement, (v) approval for listing, on the NYSE, of the shares of Albertsons Common Stock to be issued in the Merger and to be reserved for issuance in connection with the Merger, (vi) Albertsons's registration statement on Form S-4 shall have become effective under the Securities Act, and shall not be the subject of any stop order or proceedings seeking a stop order, (vii) approval of the Ohio Department of Insurance for the change of control of EIC, and (viii) Albertsons shall have delivered the Company a Lock-Up Agreement, No Action Agreement and Standstill Agreement, in each case, in the form agreed to by the parties to the Merger Agreement. The parties to the Merger Agreement have each made customary representations and warranties. The parties to the Merger Agreement have each agreed to various covenants and agreements, including, among others, (i) each party's agreement to conduct its business in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the closing of the Merger, (ii) the Company's agreement to not solicit proposals relating to alternative transactions to the Merger or engage in discussions or negotiations with respect thereto, subject to certain exceptions, (iii) Albertsons's covenant to agree to the sale, divestiture or disposition of any assets of the Company that do not exceed $45 million in retail four-wall EBITDA if necessary or advisable in order to obtain antitrust approval of the Merger, and (iv) Albertsons's agreement to use reasonable best efforts to arrange and obtain the debt financing contemplated by the debt commitment letter executed in connection with the Merger Agreement, or such alternative financing as contemplated by the Merger Agreement. On February 18, 2018, in connection with the Merger Agreement, the Company entered into a standstill agreement (the "Standstill Agreement") with Albertsons and Cerberus, pursuant to which Cerberus has agreed not to: (i) purchase shares of Albertsons Common Stock or other securities issued by Albertsons, except Cerberus may acquire beneficial ownership of Albertsons Common Stock provided that such beneficial ownership does not result in ownership of 30% or more of the issued and outstanding shares of Albertsons Common Stock in the aggregate following such transaction, (ii) make any public statement or public disclosure regarding any intent, purpose, plan or proposal by Cerberus or any of its controlled affiliates to the composition of the Albertsons board of directors, any merger, consolidation or acquisition of Albertsons or its subsidiaries, (iii) engage in any solicitation of proxies or otherwise solicit the stockholders of Albertsons or (iv) enter into any agreements to make any investment with any person that engages or offers or proposes to engage in any of (i) through (iii) during the standstill period. The standstill period commences at the Effective Time and terminates upon the earliest to occur of (a) thirty days following the date that Cerberus does not have any of its designees on the Albertsons board of directors, (b) the date on which Cerberus no longer has the right to appoint (and has not appointed) at least one director to the Albertsons board of directors and (c) the date on which Albertsons materially breaches or takes any action challenging the validity or enforceability of the provisions of the merger agreement that grant Cerberus certain rights to appoint directors to the Albertsons board of directors. In addition, pursuant to the Standstill Agreement, from February 18, 2018 until the Effective Time, Cerberus has agreed not to acquire or agree to acquire beneficial ownership of any shares of Albertsons Common Stock, Rite Aid common stock or other securities or debt issued by Albertsons or Rite Aid that would result in beneficial ownership of 30% or more of the issued and outstanding shares of Albertsons Common Stock at the Effective Time (assuming for the purposes of such calculation that the Effective Time occurred immediately after such acquisition). |
Asset Sale to WBA
Asset Sale to WBA | 12 Months Ended |
Mar. 03, 2018 | |
Asset Sale to WBA | |
Asset Sale to WBA | 4. Asset Sale to WBA Termination of Merger Agreement with WBA On June 28, 2017, the Company, WBA and Victoria Merger Sub, Inc. entered into a Termination Agreement (the "Merger Termination Agreement"), under which the parties agreed to terminate the Merger Agreement. The Merger Termination Agreement provides that WBA would pay to the Company a termination fee in the amount of $325,000, which was received on June 30, 2017. Entry Into Amended and Restated Asset Purchase Agreement with WBA On September 18, 2017, the Company entered into the Amended and Restated Asset Purchase Agreement (the "Amended and Restated Asset Purchase Agreement", with WBA and Walgreen Co., an Illinois corporation and wholly owned direct subsidiary of WBA ("Buyer"), which amended and restated in its entirety the previously disclosed Asset Purchase Agreement (the "Original APA"), dated as of June 28, 2017, by and among the Company, WBA and Buyer. Pursuant to the terms and subject to the conditions set forth in the Amended and Restated Asset Purchase Agreement, Buyer will purchase from the Company 1,932 stores (the "Acquired Stores"), three (3) distribution centers, related inventory and other specified assets and liabilities related thereto (collectively the "Assets to be Sold" or "Disposal Group") for a purchase price of approximately $4,375,000, on a cash-free, debt-free basis (the "Sale"). The Company announced on September 19, 2017 that the waiting period under the HSR Act, expired with respect to the Sale. On November 27, 2017, the Company announced that it had completed the pilot closing and first subsequent closings under the Amended and Restated Asset Purchase Agreement, resulting in the transfer of 97 Rite Aid stores and related assets to the Buyer. As of March 3, 2018, the Company has sold 1,651 stores and related assets to WBA in exchange for proceeds of $3,553,486, which were used to repay outstanding debt. As of March 27, 2018, the Company has completed the store transfer process, and all 1,932 stores and related assets have been transferred to WBA and the Company has received cash proceeds of $4,156,686. The transfer of the three distribution centers and related inventory is expected to begin after September 1, 2018. The majority of the closing conditions have been satisfied, and the transfer of the three distribution centers and related assets remain subject to minimal customary closing conditions applicable only to the distribution centers being transferred at such distribution center closings, as specified in the Amended and Restated Asset Purchase Agreement. The parties to the Amended and Restated Asset Purchase Agreement have each made customary representations and warranties. The Company has agreed to various covenants and agreements, including, among others, the Company's agreement to conduct its business at the distribution centers being sold to WBA in the ordinary course during the period between the execution of the Amended and Restated Asset Purchase Agreement and the distribution center closing. The Company has also agreed to provide transition services to Buyer for up to three (3) years after the initial closing of the Sale. Under the terms of the TSA, the Company provides various services on behalf of WBA, including but not limited to the purchase and distribution of inventory and virtually all selling, general and administrative activities. In connection with these services, the Company purchases the related inventory and incurs cash payments for the selling, general and administrative activities, which, the Company bills on a cash neutral basis to WBA in accordance with terms as outlined in the TSA. Total billings for these items from the initial closing through March 3, 2018 were $725,190, of which $354,321 is included in Accounts receivable, net. The Company has charged WBA TSA fees of $8,422 from the initial closing through March 3, 2018 which are reflected as a reduction to selling, general and administrative expenses. Albertsons is obligated to assume the Company's remaining obligations under the TSA. Under the terms of the Amended and Restated Asset Purchase Agreement, the Company has the option to purchase pharmaceutical drugs through an affiliate of WBA under terms, including cost, that are substantially equivalent to Walgreen's for a period of ten (10) years, subject to certain terms and conditions. Divestiture of the Assets to be Sold Through March 3, 2018, the Company announced that it had sold 1,651 of the 1,932 stores for $3,553,486, which the Company used to reduce its outstanding indebtedness. The Company estimates that the total pre-tax gain on the Sale will be approximately $2,500,000. As of March 27, 2018, the Company has completed the store transfer process, and all 1,932 stores and related assets have been transferred to WBA and the Company has received cash proceeds of $4,156,686. The transfer of the three distribution centers and related inventory is expected to begin after September 1, 2018. The majority of the closing conditions have been satisfied, and the transfer of the three distribution centers and related assets remain subject to minimal customary closing conditions applicable only to the distribution centers being transferred at such distribution center closing, as specified in the Amended and Restated Asset Purchase Agreement. Based on its magnitude and because the Company is exiting certain markets, the Sale represents a significant strategic shift that has a material effect on the Company's operations and financial results. Accordingly, the Company has applied discontinued operations treatment for the Sale as required by Accounting Standards Codification 210-05— Discontinued Operations (ASC 205-20). In accordance with ASC 205-20, the Company reclassified the Disposal Group to assets and liabilities held for sale on its consolidated balance sheets as of the periods ended March 3, 2018 and March 4, 2017, and reclassified the financial results of the Disposal Group in its consolidated statements of operations and consolidated statements of cash flows for all periods presented. The Company also revised its discussion and presentation of operating and financial results to be reflective of its continuing operations as required by ASC 205-20. The carrying amount of the Assets to be Sold, which were included in the Retail Pharmacy segment, have been reclassified from their historical balance sheet presentation to current and non-current assets and liabilities held for sale as follows: March 3, March 4, Inventories $ $ Property and equipment — Goodwill(a) — Intangible assets — ​ ​ ​ ​ ​ ​ ​ ​ Current assets held for sale $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment $ — $ Goodwill(a) — Intangible assets — Other assets — ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent assets held for sale $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current maturities of long-term lease financing obligations $ $ Accrued salaries, wages and other current liabilities Long-term debt, less current maturities(b) — Lease financing obligations, less current maturities — Other noncurrent liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities held for sale $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current maturities(b) $ — $ Lease financing obligations, less current maturities — Other noncurrent liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent liabilities held for sale $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The Company had $76,124 of goodwill in its Retail Pharmacy segment resulting from the acquisition of Health Dialog and RediClinic, which is accounted for as Retail Pharmacy segment enterprise goodwill. The Company has allocated a portion of its Retail Pharmacy segment enterprise goodwill to the discontinued operation. (b) In connection with the Sale, the Company is estimating that the Sale will provide excess cash proceeds of approximately $4,027,400 which will be used to repay outstanding indebtedness. As such, the $4,027,400 of estimated repayment of outstanding indebtedness has been included in liabilities held for sale as of March 4, 2017. As of March 3, 2018, the Company repaid outstanding indebtedness of $3,135,000 with transaction proceeds received. The operating results of the discontinued operations that are reflected on the consolidated statements of operations within net income (loss) from discontinued operations are as follows: March 3, March 4, February 27, Revenues $ $ $ Costs and expenses: Cost of revenues(a) Selling, general and administrative expenses(a) Lease termination and impairment charges Loss on debt retirements, net — — Interest expense(b) Gain on stores sold to Walgreens Boots Alliance ) — — (Gain) loss on sale of assets, net ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from discontinued operations before income taxes ) Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from discontinued operations, net of tax $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Cost of revenues and selling, general and administrative expenses for the discontinued operations excludes corporate overhead. These charges are reflected in continuing operations. (b) In accordance with ASC 205-20, the operating results for the fifty-two week period ended March 3, 2018, the fifty-three week period ended March 4, 2017, and the fifty-two week period ended February 27, 2016 for the discontinued operations include interest expense relating to the $4,027,400 of outstanding indebtedness expected to be repaid with the estimated excess proceeds from the Sale. The operating results reflected above do not fully represent the Disposal Group's historical operating results, as the results reported within net income from discontinued operations only include expenses that are directly attributable to the Disposal Group. |
(Loss) Income Per Share
(Loss) Income Per Share | 12 Months Ended |
Mar. 03, 2018 | |
(Loss) Income Per Share | |
(Loss) Income Per Share | 5. (Loss) Income Per Share Basic (loss) income per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company subject to anti- dilution limitations. March 3, March 4, February 27, Basic and diluted (loss) income per share: Numerator: (Loss) income from continuing operations attributable to common stockholders—basic and diluted $ ) $ $ Income (loss) from discontinued operations attributable to common stockholders—basic and diluted ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income attributable to common stockholders—basic and diluted $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Basic weighted average shares Outstanding options and restricted shares, net — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted weighted average shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (loss) income per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted income (loss) per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net diluted income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Due to their antidilutive effect, 7,484, 3,200 and 3,464 potential common shares related to stock options have been excluded from the computation of diluted income per share as of March 3, 2018, March 4, 2017 and February 27, 2016, respectively. During May 2015, $64,089 of the Company's 8.5% convertible notes due 2015 were converted into 24,762 shares of common stock, pursuant to their terms. |
Lease Termination and Impairmen
Lease Termination and Impairment Charges | 12 Months Ended |
Mar. 03, 2018 | |
Lease Termination and Impairment Charges | |
Lease Termination and Impairment Charges | 6. Lease Termination and Impairment Charges Impairment Charges The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that an asset group has a carrying value that may not be recoverable. The individual operating store is the lowest level for which cash flows are identifiable. As such, the Company evaluates individual stores for recoverability of assets. To determine if a store needs to be tested for recoverability, the Company considers items such as decreases in market prices, changes in the manner in which the store is being used or physical condition, changes in legal factors or business climate, an accumulation of losses significantly in excess of budget, a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection of continuing losses, or an expectation that the store will be closed or sold. The Company monitors new and recently relocated stores against operational projections and other strategic factors such as regional economics, new competitive entries and other local market considerations to determine if an impairment evaluation is required. For other stores, it performs a recoverability analysis if it has experienced current-period and historical cash flow losses. In performing the recoverability test, the Company compares the expected future cash flows of a store to the carrying amount of its assets. Significant judgment is used to estimate future cash flows. Major assumptions that contribute to its future cash flow projections include expected sales, gross profit, and distribution expenses; expected costs such as payroll, occupancy costs and advertising expenses; and estimates for other significant selling, and general and administrative expenses. Many long-term macro-economic and industry factors are considered, both quantitatively and qualitatively, in the future cash flow assumptions. In addition to current and expected economic conditions such as inflation, interest and unemployment rates that affect customer shopping patterns, the Company considers that it operates in a highly competitive industry which includes the actions of other national and regional drugstore chains, independently owned drugstores, supermarkets, mass merchandisers, dollar stores and internet pharmacies. Additionally, the Company takes into consideration that certain operating stores are executing specific improvement plans which are monitored quarterly to recoup recent capital investments, such as an acquisition of an independent pharmacy, which it has made to respond to specific competitive or local market conditions, or have specific programs tailored towards a specific geography or market. The Company recorded impairment charges of $37,873 in fiscal 2018, $22,631 in fiscal 2017 and $9,273 in fiscal 2016. The Company's methodology for recording impairment charges has been consistently applied in the periods presented. At March 3, 2018, $1.171 billion of the Company's long-lived assets, including intangible assets, were associated with 2,550 active operating stores. If an operating store's estimated future undiscounted cash flows are not sufficient to cover its carrying value, its carrying value is reduced to fair value which is its estimated future discounted cash flows. The discount rate is commensurate with the risks associated with the recovery of a similar asset. An impairment charge is recorded in the period that the store does not meet its original return on investment and/or has an operating loss for the last 2 years and its projected cash flows do not exceed its current asset carrying value. The amount of the impairment charge is the entire difference between the current asset carrying value and the estimated fair value of the assets using discounted future cash flows. Most stores are fully impaired in the period that the impairment charge is originally recorded. The Company recorded impairment charges for active stores of $34,782 in fiscal 2018, $20,623 in fiscal 2017 and $8,242 in fiscal 2016. The Company reviews key performance results for active stores on a quarterly basis and approves certain stores for closure. Impairment for closed stores, if any (many stores are closed on lease expiration), are recorded in the quarter the closure decision is approved. Closure decisions are made on an individual store or regional basis considering all of the macro-economic, industry and other factors, in addition to, the active store's individual operating results. The Company recorded impairment charges for closed facilities of $3,091 in fiscal 2018, $2,008 in fiscal 2017 and $1,031 in fiscal 2016. The following table summarizes the impairment charges and number of locations, segregated by closed facilities and active stores that have been recorded in fiscal 2018, 2017 and 2016: March 3, 2018 March 4, 2017 February 27, 2016 (in thousands, except number of stores) Number Charge Number Charge Number Charge Active stores: Stores previously impaired(1) $ $ $ New, relocated and remodeled stores(2) Remaining stores not meeting the recoverability test(3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total impairment charges—active stores Total impairment charges—closed facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total impairment charges—all locations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) These charges are related to stores that were impaired for the first time in prior periods. Most active stores, requiring an impairment charge, are fully impaired in the first period that they do not meet their asset recoverability test. However, we do often make capital additions to certain stores to improve their operating results or to meet geographical competition, which if later are deemed to be unrecoverable, will be impaired in future periods. Of this total, 215, 173 and 160 stores for fiscal years 2018, 2017 and 2016 respectively have been fully impaired. Also included in these charges are an insignificant number of stores, which were only partially impaired in prior years based on our analysis that supported a reduced net book value greater than zero, but now require additional charges. (2) These charges are related to new stores (open at least 3 years) and relocated stores (relocated in the last 2 years) and significant strategic remodels (remodeled in the last year) that did not meet their recoverability test during the current period. These stores have not met their original return on investment projections and have a historical loss of at least 2 years. Their future cash flow projections do not recover their current carrying value. Of this total, 23, 18 and 1 stores for fiscal years 2018, 2017 and 2016 respectively have been fully impaired. (3) These charges are related to the remaining active stores that did not meet the recoverability test during the current period. These stores have a historical loss of at least 2 years. Their future cash flow projections do not recover their current carrying value. Of this total, 58, 16 and 13 stores for fiscal years 2018, 2017 and 2016 respectively have been fully impaired. The primary drivers of its impairment charges are each store's current and historical operating performance and the assumptions that the Company makes about each store's operating performance in future periods. Projected cash flows are updated based on the next year's operating budget which includes the qualitative factors noted above. The Company utilizes the three-level valuation hierarchy for the recognition and disclosure of fair value measurements. The categorization of assets and liabilities within this hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy consist of the following: • Level 1—Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2—Inputs to the valuation methodology are quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active or inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. • Level 3—Inputs to the valuation methodology are unobservable inputs based upon management's best estimate of inputs market participants could use in pricing the asset or liability at the measurement date, including assumptions about risk. Long-lived non-financial assets are measured at fair value on a nonrecurring basis for purposes of calculating impairment using Level 2 and Level 3 inputs as defined in the fair value hierarchy. The fair value of long-lived assets using Level 2 inputs is determined by evaluating the current economic conditions in the geographic area for similar use assets. The fair value of long-lived assets using Level 3 inputs is determined by estimating the amount and timing of net future cash flows (which are unobservable inputs) and discounting them using a risk-adjusted rate of interest (which is Level 1). The Company estimates future cash flows based on its experience and knowledge of the market in which the store is located. Significant increases or decreases in actual cash flows may result in valuation changes. The table below sets forth by level within the fair value hierarchy the long-lived assets as of the impairment measurement date for which an impairment assessment was performed and total losses as of March 3, 2018 and March 4, 2017: Quoted Prices in Significant Significant Fair Values Total Long-lived assets held and used $ — $ $ $ $ ) Long-lived assets held for sale — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ $ $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Significant Fair Values Total Long-lived assets held and used $ — $ $ $ $ ) Long-lived assets held for sale — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ $ $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The above assets reflected in the caption Long-lived assets held for sale are separate and apart from the Assets to be Sold and due to their immateriality, have not been reclassified to assets held for sale. Lease Termination Charges Charges to close a store, which principally consist of continuing lease obligations, are recorded at the time the store is closed and all inventory is liquidated, pursuant to the guidance set forth in ASC 420, "Exit or Disposal Cost Obligations." The Company calculates the liability for closed stores on a store-by-store basis. The calculation includes the discounted effect of future minimum lease payments and related ancillary costs, from the date of closure to the end of the remaining lease term, net of estimated cost recoveries that may be achieved through subletting or favorable lease terminations. The Company evaluates these assumptions each quarter and adjusts the liability accordingly. In fiscal 2018, 2017 and 2016, the Company recorded lease termination charges of $20,892, $23,147 and $31,204, respectively. These charges related to changes in future assumptions, interest accretion and provisions for 11 stores in fiscal 2018, 17 stores in fiscal 2017, and 23 stores in fiscal 2016. As part of its ongoing business activities, the Company assesses stores and distribution centers for potential closure. Decisions to close or relocate stores or distribution centers in future periods would result in lease termination charges for lease exit costs and liquidation of inventory, as well as impairment of assets at these locations. The following table reflects the closed store and distribution center charges that relate to new closures, changes in assumptions and interest accretion: Year Ended March 3, March 4, February 27, Balance—beginning of year $ $ $ Provision for present value of noncancellable lease payments of closed stores Changes in assumptions about future sublease income, terminations and change in interest rates Interest accretion Cash payments, net of sublease income ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—end of year $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company's revenues and income before income taxes for fiscal 2018, 2017, and 2016 included results from stores that have been closed or are approved for closure as of March 3, 2018. The revenue, operating expenses and income before income taxes of these stores for the periods are presented as follows: Year Ended March 3, March 4, February 27, Revenues $ $ $ Operating expenses Gain from sale of assets ) ) ) Other expenses Income (loss) before income taxes ) ) Included in these stores' loss before income taxes are: Depreciation and amortization Inventory liquidation charges ) ) ) The above results are not necessarily indicative of the impact that these closures will have on revenues and operating results of the Company in the future, as the Company often transfers the business of a closed store to another Company store, thereby retaining a portion of these revenues and operating expenses. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 03, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | 7. Fair Value Measurements The Company utilizes the three-level valuation hierarchy as described in Note 6, Lease Termination and Impairment Charges , for the recognition and disclosure of fair value measurements. As of March 3, 2018 and March 4, 2017, the Company did not have any financial assets measured on a recurring basis. Please see Note 6 for fair value measurements of non-financial assets measured on a non-recurring basis. Other Financial Instruments Financial instruments other than long-term indebtedness include cash and cash equivalents, accounts receivable and accounts payable. These instruments are recorded at book value, which we believe approximate their fair values due to their short term nature. In addition, as of March 3, 2018 and March 4, 2017, the Company has $7,282 and $6,874, respectively, of investments carried at amortized cost as these investments are being held to maturity. These investments are included as a component of other assets as of March 3, 2018 and as a component of prepaid expenses and other current assets as of March 4, 2017. The Company believes the carrying value of these investments approximates their fair value. The fair value for LIBOR-based borrowings under the Company's senior secured credit facility is estimated based on the quoted market price of the financial instrument which is considered Level 1 of the fair value hierarchy. The fair values of substantially all of the Company's other long-term indebtedness are estimated based on quoted market prices of the financial instruments which are considered Level 1 of the fair value hierarchy. The carrying amount and estimated fair value of the Company's total long-term indebtedness was $3,889,738 and $3,927,411, respectively, as of March 3, 2018. The carrying amount and estimated fair value of the Company's total long-term indebtedness was $7,263,378 and $7,556,599, respectively, as of March 4, 2017. There were no outstanding derivative financial instruments as of March 3, 2018 and March 4, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 03, 2018 | |
Income Taxes | |
Income Taxes | 8. Income Taxes On December 22, 2017 (the "Enactment Date"), H.R. 1, originally known as the Tax Cuts and Jobs Act, was enacted. The new law (Public Law No.115-97 hereinafter referred to as the "Tax Act") includes significant changes to the U.S. corporate income tax system including, but not limited to, lowering the statutory corporate tax rate from 35% to 21%, limiting or eliminating certain deductions and the repeal of Corporate AMT tax regime. The majority of the provisions will be applicable to the Company for fiscal 2019. For fiscal 2018, the Company computed its income tax expense using a blended federal tax rate of 32.6%. The 21% federal tax rate will apply to the fiscal year ending March 2, 2019 and each year thereafter. The provision for income tax expense (benefit) from continuing operations was as follows: Year Ended March 3, March 4, February 27, Current tax: Federal $ ) $ — $ ) State ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax and other: Federal State ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total income tax expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ A reconciliation of the expected statutory federal tax and the total income tax expense (benefit) from continuing operations was as follows: Year Ended March 3, March 4, February 27, Federal statutory rate* $ ) $ $ Federal tax rate change — — Nondeductible expenses State income taxes, net ) Increase/(decrease) of previously recorded liabilities ) — Nondeductible compensation Acquisition costs Stock based compensation — — Valuation allowance ) ) Other ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total income tax expense (benefit) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Federal statutory rate included in the above table is 32.6%, 35.0% and 35.0%, respectively, for the fiscal years ended March 3, 2018, March 4, 2017 and February 27, 2016. Net income for fiscal 2018 from continuing operations included income tax expense of $305,987, of which $324,765 relates to the federal income tax rate change on the re-measurement of net deferred tax assets pursuant to the Tax Act. Additionally, the Company recorded within state income taxes the net impact of the Pennsylvania tax law change which resulted in a substantial increase to the state net operating loss carryforwards and a corresponding increase to the valuation allowance. Net income from continuing operations for fiscal 2017 included income tax expense of $44,438, which included an increase in valuation allowance of $14,718 primarily related to a reduction in estimated utilization of state NOLs and for expiring carryforwards. Net income from continuing operations for fiscal 2016 included income tax expense of $49,512 based on the effective tax rate above, which included a benefit of $38,058 related to a reduction in valuation allowance primarily for an increase in estimated utilization of state NOLs and for expiring carryforwards. The Company recognized tax expense of $749,704, $46 and $63,427 within Net loss (income) from discontinued operations, net of tax, in the Statement of Operations in fiscal 2018, fiscal 2017 and fiscal 2016, respectively. The Company's effective income tax rate from discontinued operations included adjustments to the valuation allowance of $(32,870), $15 and $11,700 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively. The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at March 3, 2018 and March 4, 2017: 2018 2017 Deferred tax assets: Accounts receivable $ $ Accrued expenses Liability for lease exit costs Pension, retirement and other benefits Long-lived assets Other — Credits Net operating losses ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax assets Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Deferred tax liabilities: Outside basis difference Inventory ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ A reconciliation of the beginning and ending amount of unrecognized tax benefits from continuing operations was as follows: 2018 2017 2016 Unrecognized tax benefits $ $ $ Increases to prior year tax positions — Decreases to tax positions in prior periods ) ) ) Increases to current year tax positions Settlements — — — Divestitures ) — — Lapse of statute of limitations ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrecognized tax benefits balance $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The amount of the above unrecognized tax benefits at March 3, 2018, March 4, 2017 and February 27, 2016 which would impact the Company's effective tax rate, if recognized, was $31,377, $892 and $2,084 respectively. Additionally, any impact on the effective rate may be mitigated by the valuation allowance that is remaining against the Company's net deferred tax assets. The Company believes that it is reasonably possible that a decrease of up to $13,498 in unrecognized tax benefits related to state exposures may be necessary in the next twelve months however management does not expect the change to have a significant impact on the results of operations or the financial position of the Company. The Company recognizes interest and penalties related to tax contingencies as income tax expense. The Company recognized an expense/(benefit) for interest and penalties in connection with tax matters of $7,058, $(276) and $60 for fiscal years 2018, 2017 and 2016, respectively. As of March 3, 2018 and March 4, 2017 the total amount of accrued income tax-related interest and penalties was $7,322 and $263, respectively. The Company files U.S. federal income tax returns as well as income tax returns in those states where it does business. The consolidated federal income tax returns are closed for examination through fiscal year 2014. However, any net operating losses that were generated in these prior closed years may be subject to examination by the IRS upon utilization. Tax examinations by various state taxing authorities could generally be conducted for a period of three to five years after filing of the respective return. Net Operating Losses and Tax Credits At March 3, 2018, the Company had federal net operating loss carryforwards of approximately $1,021,264 of these, $813,238 will expire, if not utilized, between fiscal 2029 and 2031. An additional $208,026 will expire, if not utilized, between fiscal 2032 and 2037. At March 3, 2018, the Company had state net operating loss carryforwards of approximately $12,602,741, the majority of which will expire ratably through fiscal 2030; the net tax effect of these carryforwards are $1,106,710 and are reflected in the table above. The Pennsylvania tax law change removing the net operating loss utilization limitation resulted in a substantial increase to the state net operating loss carryforwards in fiscal 2018. At March 3, 2018, the Company had federal business tax credit carryforwards of $45,676 the majority of which will expire between 2019 and 2021. In addition to these credits, the Company had alternative minimum tax credit carryforwards of $33,410 which will be refunded to the Company between fiscal 2019 - 2022. Valuation Allowances The valuation allowances as of March 3, 2018 and March 4, 2017 apply to the net deferred tax assets of the Company. The Company maintained a valuation allowance of $896,800 and $226,726, which relates primarily to state deferred tax assets at March 3, 2018 and March 4, 2017, respectively. The primary driver of the increase for fiscal 2018 resulted from the Pennsylvania tax law change which caused a substantial increase to the state net operating loss carryforwards, which required an offsetting increase in valuation allowance. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Mar. 03, 2018 | |
Accounts Receivable | |
Accounts Receivable | 9. Accounts Receivable The Company maintains an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable. The allowance for uncollectible accounts at March 3, 2018 and March 4, 2017 was $25,134 and $30,891 respectively. The Company's accounts receivable are due primarily from third-party payors (e.g., pharmacy benefit management companies, insurance companies or governmental agencies) and are recorded net of any allowances provided for under the respective plans. Since payments due from third-party payors are sensitive to payment criteria changes and legislative actions, the allowance is reviewed continually and adjusted for accounts deemed uncollectible by management. |
Medicare Part D
Medicare Part D | 12 Months Ended |
Mar. 03, 2018 | |
Medicare Part D | |
Medicare Part D | 10. Medicare Part D The Company offers Medicare Part D benefits through EIC, which has contracted with CMS to be a PDP and, pursuant to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, must be a risk-bearing entity regulated under state insurance laws or similar statutes. EIC is a licensed domestic insurance company under the applicable laws and regulations. Pursuant to these laws and regulations, EIC must file quarterly and annual reports with the National Association of Insurance Commissioners ("NAIC") and certain state regulators, must maintain certain minimum amounts of capital and surplus under formulas established by certain states and must, in certain circumstances, request and receive the approval of certain state regulators before making dividend payments or other capital distributions to the Company. The Company does not believe these limitations on dividends and distributions materially impact its financial position. EIC is subject to minimum capital and surplus requirements in certain states. The minimum amount of capital and surplus required to satisfy regulatory requirements in these states is $26,676 as of December 31, 2017. EIC was in excess of the minimum required amounts in these states as of March 3, 2018. The Company has recorded estimates of various assets and liabilities arising from its participation in the Medicare Part D program based on information in its claims management and enrollment systems. Significant estimates arising from its participation in this program include: (i) estimates of low-income cost subsidies, reinsurance amounts, and coverage gap discount amounts ultimately payable to CMS based on a detailed claims reconciliation that will occur in the following year; (ii) an estimate of amounts receivable from CMS under a risk-sharing feature of the Medicare Part D program design, referred to as the risk corridor and (iii) estimates for claims that have been reported and are in the process of being paid or contested and for our estimate of claims that have been incurred but have not yet been reported. As of March 3, 2018, accounts receivable, net included $350,563 due from CMS and accrued salaries, wages and other current liabilities included $183,318 of EIC liabilities under certain reinsurance contracts. As of March 4, 2017, accounts receivable, net included $245,766 due from CMS and accrued salaries, wages and other current liabilities included $145,903 of EIC liabilities under certain reinsurance contracts. EIC limits its exposure to loss and recovers a portion of benefits paid by utilizing quota-share reinsurance with a commercial reinsurance company. Beginning calendar 2018, EIC does not currently have a reinsurance agreement in place. |
Inventory
Inventory | 12 Months Ended |
Mar. 03, 2018 | |
Inventory | |
Inventory | 11. Inventory At March 3, 2018 and March 4, 2017, inventories were $581,090 and $607,326, respectively, lower than the amounts that would have been reported using the first-in, first-out ("FIFO") cost flow assumption. The Company calculates its FIFO inventory valuation using the retail method for store inventories and the cost method for distribution facility inventories. The Company recorded a LIFO credit for fiscal year 2018 of $28,827, compared to a LIFO credit of $3,721 for fiscal year 2017 and a LIFO charge of $7,892 for fiscal year 2016. During fiscal 2018 and 2017, a reduction in non-pharmacy inventories resulted in the liquidation of applicable LIFO inventory quantities carried at lower costs in prior years. During fiscal 2016, a reduction in inventories related to working capital initiatives resulted in LIFO liquidation. This LIFO liquidation resulted in a $2,707, $2,375 and $42,880 cost of revenues decrease, with a corresponding reduction to the adjustment to LIFO for fiscal 2018, fiscal 2017 and fiscal 2016, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Mar. 03, 2018 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 12. Property, Plant and Equipment Following is a summary of property, plant and equipment, including capital lease assets, at March 3, 2018 and March 4, 2017: 2018 2017 Land $ $ Buildings Leasehold improvements Equipment Software Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation expense, which included the depreciation of assets recorded under capital leases, was $238,318, $241,787 and $229,760 in fiscal 2018, 2017 and 2016, respectively. Included in property, plant and equipment was the carrying amount, which approximates fair value, of assets to be disposed of totaling $972 and $1,057 at March 3, 2018 and March 4, 2017, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Mar. 03, 2018 | |
Goodwill and Other Intangibles | |
Goodwill and Other Intangibles | 13. Goodwill and Other Intangibles Goodwill and indefinitely-lived assets, such as certain trademarks acquired in connection with acquisition transactions, are not amortized, but are instead evaluated for impairment on an annual basis at the end of the fiscal year, or more frequently if events or circumstances indicate that impairment may be more likely. When evaluating goodwill for possible impairment, the Company typically performs a qualitative assessment in the fourth quarter of the fiscal year to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. However, as part of this qualitative assessment, the Company performs a quantitative assessment at least once every three years to re-establish a baseline fair value that can be used in its current and future qualitative assessments. During the qualitative assessment the Company makes significant estimates, assumptions, and judgments, including, but not limited to, the overall economy, industry and market conditions, financial performance of the Company, changes in its share price, and forecasts of revenue, profit, working capital requirements, and cash flows. The Company considers each reporting unit's historical results and operating trends when determining these assumptions; however, the estimates and projections can be affected by a number of factors and it is possible that actual results could differ from the assumptions used in the impairment assessment. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, the Company performs a quantitative goodwill impairment test. Fair value estimates used in the quantitative impairment test are calculated using an average of the income and market approaches. The income approach is based on the present value of future cash flows of each reporting unit, while the market approach is based on certain multiples of selected guideline public companies or selected guideline transactions. The approaches incorporate a number of market participant assumptions including future growth rates, discount rates, income tax rates and market activity in assessing fair value and are reporting unit specific. If the carrying amount exceeds the reporting unit's fair value, the Company recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. In addition, the Company considers the income tax effect of any tax deductible goodwill when measuring a goodwill impairment loss. In the fiscal fourth quarter the Company completed a qualitative goodwill impairment assessment, at which time it was determined after evaluating results, events and circumstances that a quantitative assessment was necessary for the Pharmacy Services segment. The quantitative assessment concluded that the carrying amount of the Pharmacy Services segment exceeded its fair value principally due to the impact of a change in the composition of the Medicare Part D membership and a decline in the commercial business. This resulted in a goodwill impairment charge of $261,727 ($191,000 net of the related income tax benefit) for the fiscal year ended March 3, 2018. There was no impairment charge for the fiscal year ended March 4, 2017 as the Company determined that the fair value of the reporting units exceeded their carrying amounts. Below is a summary of the changes in the carrying amount of goodwill by segment for the fiscal years ended March 3, 2018 and March 4, 2017: Retail Pharmacy Total Balance, February 27, 2016 $ $ $ Acquisition (see Note 2. Acquisition) Change in goodwill resulting from changes to the final purchase price allocation — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, March 4, 2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill impairment — ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, March 3, 2018 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company's intangible assets are primarily finite-lived and amortized over their useful lives. Following is a summary of the Company's finite-lived and indefinite-lived intangible assets as of March 3, 2018 and March 4, 2017. 2018 2017 Gross Accumulated Net Remaining Gross Accumulated Net Remaining Favorable leases and other(a) $ $ ) $ 7 years $ $ ) $ 7 years Prescription files ) 3 years ) 3 years Customer relationships(a) ) 15 years ) 16 years CMS license ) 23 years ) 24 years Claims adjudication and other developed software ) 5 years ) 6 years Trademarks ) 8 years ) 9 years Backlog ) 1 year ) 2 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total finite $ $ ) $ $ $ ) $ Trademarks — Indefinite — Indefinite ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amortized on an accelerated basis which is determined based on the remaining useful economic lives of the customer relationships that are expected to contribute directly or indirectly to future cash flows. Also included in other non-current liabilities as of March 3, 2018 and March 4, 2017 are unfavorable lease intangibles with a net carrying amount of $18,888 and $23,703, respectively. These intangible liabilities are amortized over their remaining lease terms at time of acquisition. Amortization expense for these intangible assets and liabilities was $147,739, $165,579 and $131,374 for fiscal 2018, 2017 and 2016, respectively. The anticipated annual amortization expense for these intangible assets and liabilities is 2019—$122,024; 2020—$98,113; 2021—$74,205; 2022—$52,416 and 2023—$36,175. |
Accrued Salaries, Wages and Oth
Accrued Salaries, Wages and Other Current Liabilities | 12 Months Ended |
Mar. 03, 2018 | |
Accrued Salaries, Wages and Other Current Liabilities | |
Accrued Salaries, Wages and Other Current Liabilities | 14. Accrued Salaries, Wages and Other Current Liabilities Accrued salaries, wages and other current liabilities consisted of the following at March 3, 2018 and March 4, 2017: 2018 2017 Accrued wages, benefits and other personnel costs $ $ Accrued interest Accrued sales and other taxes payable Accrued store expense Accrued reinsurance Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Indebtedness and Credit Agreeme
Indebtedness and Credit Agreements | 12 Months Ended |
Mar. 03, 2018 | |
Indebtedness and Credit Agreements | |
Indebtedness and Credit Agreements | 15. Indebtedness and Credit Agreement Following is a summary of indebtedness and lease financing obligations at March 3, 2018 and March 4, 2017: 2018 2017 Secured Debt: Senior secured revolving credit facility due January 2020 ($0 and $2,430,000 face value less unamortized debt issuance costs of $13,076 and $24,918) $ ) $ Tranche 1 Term Loan (second lien) due August 2020 ($0 and $470,000 face value less unamortized debt issuance costs of $0 and $4,167) — Tranche 2 Term Loan (second lien) due June 2021 ($0 and $500,000 face value less unamortized debt issuance costs of $0 and $2,431) — Other secured ​ ​ ​ ​ ​ ​ ​ ​ ) Guaranteed Unsecured Debt: 9.25% senior notes due March 2020 ($902,000 face value plus unamortized premium of $1,400 and $2,071 and less unamortized debt issuance costs of $4,924 and $7,527) 6.75% senior notes due June 2021 ($810,000 face value less unamortized debt issuance costs of $4,877 and $6,360) 6.125% senior notes due April 2023 ($1,800,000 face value less unamortized debt issuance costs of $21,708 and $25,984) ​ ​ ​ ​ ​ ​ ​ ​ Unguaranteed Unsecured Debt: 7.7% notes due February 2027 ($295,000 face value less unamortized debt issuance costs of $1,460 and $1,625) 6.875% fixed-rate senior notes due December 2028 ($128,000 face value less unamortized debt issuance costs of $707 and $771) ​ ​ ​ ​ ​ ​ ​ ​ Lease financing obligations ​ ​ ​ ​ ​ ​ ​ ​ Total debt Current maturities of long-term debt and lease financing obligations ) ) ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and lease financing obligations, less current maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of indebtedness included in continuing operations and discontinued operations: March 3, 2018 Debt Lease Financing Total Debt and Balance, March 3, 2018—per above table $ $ $ Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale(a) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt and lease financing obligations Current maturities of long-term debt and lease financing obligations—continuing operations ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and lease financing obligations, less current maturities—continuing operations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 4, 2017 Debt Lease Financing Total Debt and Balance, March 4, 2017—per above table $ $ $ Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale(a) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt and lease financing obligations Current maturities of long-term debt and lease financing obligations—continuing operations ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and lease financing obligations, less current maturities—continuing operations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) In connection with the Sale, the Company is estimating that the Sale will provide total excess cash proceeds of approximately $549,549 and 4,027,400 which will be used to repay outstanding indebtedness as of March 3, 2018 and March 4, 2017, respectively. As such, the Company included estimated excess cash proceeds $549,549 and $4,027,400 as repayment of outstanding indebtedness that has been included in liabilities held for sale as of March 3, 2018 and March 4, 2017. Additionally, as part of the Sale, the Company will be relieved of approximately $1,108 and $10,492, respectively, of capital lease obligations as of March 3, 2018 and March 4, 2017. These amounts are also reflected as liabilities held for sale. Please see Note 4 for additional details. Credit Facility The Company's Amended and Restated Senior Secured Credit Facility has a borrowing capacity of $3,000,000 and matures in January 2020. Borrowings under the revolver bear interest at a rate per annum between (i) LIBOR plus 1.50% and LIBOR plus 2.00% with respect to Eurodollar borrowings and (ii) the alternate base rate plus 0.50% and the alternate base rate plus 1.00% with respect to ABR borrowings, in each case, based upon the Average Revolver Availability (as defined in the Amended and Restated Senior Secured Credit Facility). The Company is required to pay fees between 0.250% and 0.375% per annum on the daily unused amount of the revolver, depending on the Average Revolver Availability (as defined in the Amended and Restated Senior Secured Credit Facility). Amounts drawn under the revolver become due and payable on January 13, 2020. The Company's ability to borrow under the revolver is based upon a specified borrowing base consisting of accounts receivable, inventory and prescription files. At March 3, 2018, the Company had $0 of borrowings outstanding under the revolver and had letters of credit outstanding against the revolver of $58,043 which resulted in additional borrowing capacity of $2,941,957. The Amended and Restated Senior Secured Credit Facility restricts the Company and the Subsidiary Guarantors (as defined herein) from accumulating cash on hand, and under certain circumstances, requires the funds in the Company's deposit accounts to be applied first to the repayment of outstanding revolving loans under the Amended and Restated Senior Secured Credit Facility and then to be held as collateral for the senior obligations. The Amended and Restated Senior Secured Credit Facility allows the Company to have outstanding, at any time, up to $1,500,000 in secured second priority debt, split-priority term loan debt, unsecured debt and disqualified preferred stock in addition to borrowings under the Amended and Restated Senior Secured Credit Facility and existing indebtedness, provided that not in excess of $750,000 of such secured second priority debt, split-priority term loan debt, unsecured debt and disqualified preferred stock shall mature or require scheduled payments of principal prior to 90 days after the latest of (a) the fifth anniversary of the effectiveness of the Amended and Restated Senior Secured Credit Facility and (b) the latest maturity date of any Term Loan or Other Revolving Loan (each as defined in the Amended and Restated Senior Secured Credit Facility) (excluding bridge facilities allowing extensions on customary terms to at least the date that is 90 days after such date and, with respect to any escrow notes issued by Rite Aid, excluding any special mandatory redemption of the type described in clause (iii) of the definition of "Escrow Notes" in the Amended and Restated Senior Secured Credit Facility). Subject to the limitations described in clauses (a) and (b) of the immediately preceding sentence, the Amended and Restated Senior Secured Credit Facility additionally allows the Company to issue or incur an unlimited amount of unsecured debt and disqualified preferred stock so long as a Financial Covenant Effectiveness Period (as defined in the Amended and Restated Senior Secured Credit Facility) is not in effect; provided, however, that certain of the Company's other outstanding indebtedness limits the amount of unsecured debt that can be incurred if certain interest coverage levels are not met at the time of incurrence or other exemptions are not available. The Amended and Restated Senior Secured Credit Facility also contains certain restrictions on the amount of secured first priority debt the Company is able to incur. The Amended and Restated Senior Secured Credit Facility also allows for the voluntary repurchase of any debt or other convertible debt, so long as the Amended and Restated Senior Secured Credit Facility is not in default and the Company maintains availability under its revolver of more than $365,000. The Amended and Restated Senior Secured Credit Facility has a financial covenant that requires the Company to maintain a minimum fixed charge coverage ratio of 1.00 to 1.00 (a) on any date on which availability under the revolver is less than $200,000 or (b) on the third consecutive business day on which availability under the revolver is less than $250,000 and, in each case, ending on and excluding the first day thereafter, if any, which is the 30th consecutive calendar day on which availability under the revolver is equal to or greater than $250,000. As of March 3, 2018, the Company had availability under its revolver of $2,941,957, its fixed charge coverage ratio was greater than 1.00 to 1.00, and the Company was in compliance with the senior secured credit facility's financial covenant. The Amended and Restated Senior Secured Credit Facility also contains covenants which place restrictions on the incurrence of debt, the payments of dividends, sale of assets, mergers and acquisitions and the granting of liens. The Amended and Restated Senior Secured Credit Facility also provides for customary events of default. With the exception of EIC, substantially all of Rite Aid Corporation's 100 percent owned subsidiaries guarantee the obligations under the Amended and Restated Senior Secured Credit Facility, second priority secured term loan facilities, and unsecured guaranteed notes. The Amended and Restated Senior Secured Credit Facility and second priority secured term loan facilities are secured, on a senior or second priority basis, as applicable, by a lien on, among other things, accounts receivable, inventory and prescription files of the Subsidiary Guarantors. The subsidiary guarantees related to the Company's Amended and Restated Senior Secured Credit Facility and second priority secured term loan facilities and, on an unsecured basis, the unsecured guaranteed notes, are full and unconditional and joint and several, and there are no restrictions on the ability of the Company to obtain funds from its subsidiaries. The Company has no independent assets or operations. Additionally, prior to the Acquisition, the subsidiaries, including joint ventures, that did not guarantee the Amended and Restated Senior Secured Credit Facility, the credit facility, second priority secured term loan facilities and applicable notes, were minor. Accordingly, condensed consolidating financial information for the Company and subsidiaries is not presented for those periods. Subsequent to the Acquisition, other than EIC, the subsidiaries, including joint ventures, that do not guarantee the credit facility, second priority secured term loan facilities and applicable notes, are minor. As such, condensed consolidating financial information for the Company, its guaranteeing subsidiaries and non-guaranteeing subsidiaries is presented for those periods subsequent to the Acquisition. See Note 25 "Guarantor and Non-Guarantor Condensed Consolidating Financial Information" for additional disclosure. 2018 Transactions During fiscal 2018, the Company did not have any debt transactions related to continuing operations. During January 2018, the Company used proceeds from the Asset Sale to repay and retire all of its outstanding second lien $470,000 tranche 1 term loan and $500,000 tranche 2 term loan principal (the "Second Lien Term Loan Prepayment"). During February 2018, the Company reduced the borrowing capacity on its Amended and Restated Senior Secured Credit Facility from $3,700,000 to $3,000,000. In connection with the transactions, the Company recorded a loss on debt retirement of $8,180, which included interest and unamortized debt issuance costs. The debt repayment and related loss on debt retirement is included in the results of operations and cash flows of discontinued operations. On February 27, 2018, the Company announced that it had commenced an offer to purchase up to $900,000 of the outstanding 9.25% senior notes due 2020 (the "9.25% Notes"), the 6.75% senior notes due 2021 (the "6.75% Notes") and the 6.125% Senior Notes due 2023 (the "6.125% Notes"), pursuant to the asset sale provisions of the indentures of such notes. On March 29, 2018, the Company accepted for payment, pursuant to its offer to purchase, $3,454 principal amount of the 9.25% Notes, representing 0.38% of the outstanding principal amount of the 9.25% Notes, $3,471 principal amount of the 6.75% Notes, representing 0.43% of the outstanding principal amount of the 6.75% Notes, and $41,751 principal amount of the 6.125% Notes, representing 2.32% of the outstanding principal amount of the 6.125% Notes. On March 13, 2018, the Company issued a notice of redemption for all of the 9.25%. Notes that were outstanding on April 12, 2018, pursuant to the terms of the indenture of the 9.25% Notes. On April 12, 2018, the Company redeemed 100% of the remaining outstanding 9.25% Notes. On April 19, 2018, the Company announced that it had commenced an offer to purchase up to $700,000 of its outstanding 6.75% Notes and its 6.125% Notes pursuant to the terms of such indentures. Such offer to purchase will expire at 5:00 P.M., Eastern Time, on May 21, 2018, unless extended or earlier terminated. 2016 Transactions On April 2, 2015, the Company issued $1,800,000 aggregate principal amount of its 6.125% Notes, the net proceeds of which, along with other available cash and borrowings under its Amended and Restated Senior Secured Credit Facility, were used to finance the cash portion of the Acquisition, which closed on June 24, 2015. The Company's obligations under the notes are fully and unconditionally guaranteed, jointly and severally, on an unsubordinated basis, by all of its subsidiaries that guarantee the Company's obligations under the Amended and Restated Senior Secured Credit Facility, the 9.25% Notes and the 6.75% Notes (the "Rite Aid Subsidiary Guarantors"), including EnvisionRx and certain of its domestic subsidiaries other than, among others, EIC (the "EnvisionRx Subsidiary Guarantors" and, together with the Rite Aid Subsidiary Guarantors, the "Subsidiary Guarantors"). The guarantees are unsecured. The 6.125% Notes are unsecured, unsubordinated obligations of Rite Aid Corporation and rank equally in right of payment with all of its other unsecured, unsubordinated indebtedness. During May 2015, $64,089 of the Company's 8.5% convertible notes due 2015 were converted into 24,762 shares of common stock, pursuant to their terms. The remaining $79 of the Company's 8.5% convertible notes due 2015 were repaid by the Company upon maturity. On August 15, 2015, the Company completed the redemption of all of its outstanding $650,000 aggregate principal amount of its 8.00% Notes. In connection with the redemption, the Company recorded a loss on debt retirement, including call premium and unamortized debt issue costs, of $33,205 during the second quarter of fiscal 2016. Interest Rates and Maturities The annual weighted average interest rate on the Company's indebtedness was 7.1%, 5.4%, and 5.4% for fiscal 2018, 2017, and 2016, respectively. The aggregate annual principal payments of long-term debt for the five succeeding fiscal years are as follows: 2019—$90; 2020—$0; 2021—$902,000; 2022—$810,000 and $2,223,000 in 2023 and thereafter. |
Leases
Leases | 12 Months Ended |
Mar. 03, 2018 | |
Leases | |
Leases | 16. Leases The Company leases most of its retail stores and certain distribution facilities under noncancellable operating and capital leases, most of which have initial lease terms ranging from 5 to 22 years. The Company also leases certain of its equipment and other assets under noncancellable operating leases with initial terms ranging from 3 to 10 years. In addition to minimum rental payments, certain store leases require additional payments based on sales volume, as well as reimbursements for taxes, maintenance and insurance. Most leases contain renewal options, certain of which involve rent increases. Total rental expense, net of sublease income of $4,682, 4,813, and $6,397, was $628,511, $634,539, and $607,490 in fiscal 2018, 2017, and 2016, respectively. These amounts include contingent rentals of $8,339, $10,229 and $11,574 in fiscal 2018, 2017, and 2016, respectively. During fiscal 2018 and 2017, the Company did not enter into any sale-leaseback transactions whereby the Company sold owned operating stores to independent third parties and concurrent with the sale, entered into an agreement to lease the store back from the purchasers. During fiscal 2016, the Company sold seven owned operating stores to independent third parties. Net proceeds from the sale were $26,953. Concurrent with these sales, the Company entered into agreements to lease the stores back from the purchasers over minimum lease terms of 20 years. Eight leases were accounted for as operating leases and the remaining two were accounted for as capital leases. The transactions resulted in a gain for certain stores of $670 which is deferred over the life of the leases. In addition, the transaction resulted in a loss for certain stores of $546 which is included in the loss on sale of assets, net for the fifty-two weeks ended February 27, 2016. As a result of the Sale to WBA and the related Amended and Restated Asset Purchase Agreement, the Company has lease guarantee obligations related to 1,886 former stores. The majority of the lease guarantee obligations have a term of less than 10 years; however, 210 former stores have guarantees that exceed 10 years. The Company is only obligated to pay for the lease guarantees in the event that WBA fails to perform under the lease agreements, as WBA is the primary obligor. If WBA fails to perform under the lease agreements, the maximum lease guarantee obligations the Company would be liable for would be approximately $2,300,000 as of March 3, 2018. During fiscal 2018, WBA has performed under the lease agreements. The Company has assessed that it is highly unlikely that WBA will not perform under the leases as of March 3, 2018. The net book values of assets under capital leases and sale-leasebacks accounted for under the financing method at March 3, 2018 and March 4, 2017 are summarized as follows: 2018 2017 Land $ $ Buildings Leasehold improvements — Equipment Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Following is a summary of lease finance obligations at March 3, 2018 and March 4, 2017: 2018 2017 Obligations under financing leases $ $ Sale-leaseback obligations — Less current obligation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Long-term lease finance obligations $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Following are the minimum lease payments for all properties under a lease agreement that will have to be made in each of the years indicated based on non-cancelable leases in effect as of March 3, 2018: Fiscal year Lease Operating 2019 $ $ 2020 2021 2022 2023 Later years ​ ​ ​ ​ ​ ​ ​ ​ Total minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount representing interest ) ​ ​ ​ ​ ​ ​ ​ ​ Present value of minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stock Options and Stock Awards
Stock Options and Stock Awards Plans | 12 Months Ended |
Mar. 03, 2018 | |
Stock Option and Stock Award Plans | |
Stock Option and Stock Award Plans | 17. Stock Option and Stock Award Plans The Company recognizes share-based compensation expense in accordance with ASC 718, "Compensation—Stock Compensation." Expense is recognized over the requisite service period of the award, net of an estimate for the impact of forfeitures. Operating results for fiscal 2018, 2017 and 2016 include $25,793, $23,482 and $37,948 of compensation costs related to the Company's stock-based compensation arrangements. In December 2000, the Company adopted the 2000 Omnibus Equity Plan (the 2000 Plan) under which 22,000 shares of common stock are reserved for granting of restricted stock, stock options, phantom stock, stock bonus awards and other stock awards at the discretion of the Board of Directors. In February 2001, the Company adopted the 2001 Stock Option Plan (the 2001 Plan) which was approved by the shareholders under which 20,000 shares of common stock are authorized for granting of stock options at the discretion of the Board of Directors. In April 2004, the Board of Directors adopted the 2004 Omnibus Equity Plan, which was approved by the shareholders. Under the plan, 20,000 shares of common stock are authorized for granting of restricted stock, stock options, phantom stock, stock bonus awards and other equity based awards at the discretion of the Board of Directors. In January 2007, the stockholders of Rite Aid Corporation approved the adoption of the Rite Aid Corporation 2006 Omnibus Equity Plan. Under the plan, 50,000 shares of Rite Aid common stock are available for granting of restricted stock, stock options, phantom stock, stock bonus awards and other equity based awards at the discretion of the Board of Directors. In June 2010, the stockholders of Rite Aid Corporation approved the adoption of the Rite Aid Corporation 2010 Omnibus Equity Plan. Under the plan, 35,000 shares of Rite Aid common stock are available for granting of restricted stock, stock options, phantom stock, stock bonus awards and other equity based awards at the discretion of the Board of Directors. The adoption of the 2010 Omnibus Equity Plan became effective on June 23, 2010. In June 2012, the stockholders of Rite Aid Corporation approved the adoption of the Rite Aid Corporation 2012 Omnibus Equity Plan. Under the plan, 28,500 shares of Rite Aid common stock are available for granting of restricted stock, stock options, phantom stock, stock bonus awards and other equity based awards at the discretion of the Board of Directors. The adoption of the 2012 Omnibus Equity Plan became effective on June 21, 2012. In June 2014, the stockholders of Rite Aid Corporation approved the adoption of the Rite Aid Corporation 2014 Omnibus Equity Plan. Under the plan, 58,000 shares of Rite Aid common stock plus any shares of common stock remaining available for grant under the Rite Aid Corporation 2010 Omnibus Equity Plan and the Rite Aid Corporation 2012 Omnibus Equity Plan as of the effective date of the 2014 Plan (provided that no more than 25,000 shares may be granted as incentive stock options) are available for granting of restricted stock, stock options, phantom stock, stock bonus awards and other equity based awards at the discretion of the Board of Directors. The adoption of the 2014 Omnibus Equity Plan became effective on June 19, 2014. All of the plans provide for the Board of Directors (or at its election, the Compensation Committee) to determine both when and in what manner options may be exercised; however, it may not be more than 10 years from the date of grant. All of the plans provide that stock options may be granted at prices that are not less than the fair market value of a share of common stock on the date of grant. The aggregate number of remaining shares authorized for issuance for all plans is 53,720 as of March 3, 2018. Stock Options The Company determines the fair value of stock options issued on the date of grant using the Black-Scholes-Merton option-pricing model. The following weighted average assumptions were used for options granted in fiscal 2018, 2017 and 2016: 2018 2017 2016 Expected stock price volatility(1) N/A Expected dividend yield(2) N/A Risk-free interest rate(3) N/A Expected option life(4) 5.5 years N/A 5.5 years (1) The expected volatility is based on the historical volatility of the stock price over the most recent period equal to expected life of the option. (2) The dividend rate that will be paid out on the underlying shares during the expected term of the options. The Company does not currently pay dividends on its common stock, as such, the dividend rate is assumed to be zero percent. (3) The risk free interest rate is equal to the rate available on United States Treasury zero-coupon issues as of the grant date of the option with a remaining term equal to the expected term. (4) The period of time for which the option is expected to be outstanding. The Company analyzed historical exercise behavior to estimate the life. The weighted average fair value of options granted during fiscal 2018, 2017 and 2016 was $1.08, $0.00 and $4.45, respectively. Following is a summary of stock option transactions for the fiscal years ended March 3, 2018, March 4, 2017 and February 27, 2016: Shares Weighted Weighted Aggregate Outstanding at February 28, 2015 $ Granted Exercised ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 27, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted — N/A Exercised ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at March 4, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted Exercised ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at March 3, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested or expected to vest at March 3, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at March 3, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 3, 2018, there was $4,891 of total unrecognized pre-tax compensation costs related to unvested stock options, net of forfeitures. These costs are expected to be recognized over a weighted average period of 1.55 years. Cash received from stock option exercises for fiscal 2018, 2017 and 2016 was $5,796, $6,951 and $11,376, respectively. The income tax benefit from stock options for fiscal 2018, 2017 and 2016 was $10, $421 and $11,764, respectively. The total intrinsic value of stock options exercised for fiscal 2018, 2017 and 2016 was $3,032, $20,475 and $42,207, respectively. Typically, stock options granted vest, and are subsequently exercisable in equal annual installments over a four-year period for employees. Restricted Stock The Company provides restricted stock grants to associates under plans approved by the stockholders. Shares awarded under the plans typically vest in equal annual installments over a three-year period. Unvested shares are forfeited upon termination of employment. Following is a summary of restricted stock transactions for the fiscal years ended March 3, 2018, March 4, 2017 and February 27, 2016: Shares Weighted Average Grant Date Fair Value Balance at February 28, 2015 $ Granted Vested ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 27, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 4, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 3, 2018 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At March 3, 2018, there was $31,614 of total unrecognized pre-tax compensation costs related to unvested restricted stock grants, net of forfeitures. These costs are expected to be recognized over a weighted average period of 1.94 years. The total fair value of restricted stock vested during fiscal years 2018, 2017 and 2016 was $31,125, $13,951 and $15,104, respectively. Performance Based Incentive Plan Beginning in fiscal 2015, the Company provided certain of its associates with performance based incentive plans under which the associates will receive a certain number of shares of the Company's common stock based on the Company meeting certain financial and performance goals. If such goals are not met, no stock-based compensation expense is recognized and any recognized stock-based compensation expense is reversed. The Company incurred $4,122, $(6,070) and $12,634 related to these performance based incentive plans for fiscal 2018, 2017 and 2016, respectively, which is recorded as a component of stock-based compensation expense. |
Tax Benefits Preservation Plan
Tax Benefits Preservation Plan | 12 Months Ended |
Mar. 03, 2018 | |
Tax Benefits Preservation Plan | |
Tax Benefits Preservation Plan | 18. Tax Benefits Preservation Plan On January 3, 2018, the Company entered into a Tax Benefits Preservation Plan (the "Plan") with Broadridge Corporate Issuer Solutions, as rights agent, and its Board of Directors declared a dividend distribution of one right (a "Right") for each outstanding share of common stock, par value $1.00 per share, to stockholders of record at the close of business on January 16, 2018. Each Right is governed by the terms of the Plan and entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share of Series J Junior Participating Preferred Stock, par value $1.00 per share, at a purchase price of $8.00 per unit, subject to adjustment. The purpose of the Plan is to preserve our ability to use the Company's net operating loss carryforwards and other tax attributes (collectively, "Tax Benefits") which would be substantially limited if the Company experienced an "ownership change" as defined under Section 382 of the Internal Revenue Code. In general, an ownership change would occur if Company shareholders who are treated as owning 5 percent or more of its outstanding shares for purposes of Section 382 ("5-percent shareholders") collectively increase their aggregate ownership in the Company's overall shares outstanding by more than 50 percentage points. Whether this change has occurred would be measured by comparing each 5-percent shareholder's current ownership as of the measurement date to such shareholders' lowest ownership percentage during the three year period preceding the measurement date. The adoption of the Plan is intended to ensure that the Company will be able to utilize Tax Benefits in connection with the Sale. The Board of Directors affirmatively determined that Albertsons shall not be deemed an "Acquiring Person" (as defined in the Plan) and exempted Albertsons and the Mergers from the Plan pursuant to the terms of the Plan. The Rights are not exercisable until the distribution date and will expire at the earliest of (i) 5:00 P.M. (New York City time) on January 3, 2019, or such later date and time (but not later than 5:00 P.M. (New York City time) on January 3, 2021) as may be determined by the Board of Directors and approved by the stockholders of the Company by a vote of the majority of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders of the Company prior to 5:00 P.M. (New York City time) on January 3, 2019, (ii) the time at which the Rights are redeemed or exchanged as provided in the Plan, (iii) the time at which the Board of Directors determines that the Plan is no longer necessary or desirable for the preservation of Tax Benefits, and (iv) the close of business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits, once realized, as applicable, may be carried forward. The description and terms of the Rights are set forth in the Plan. On March 25, 2018, the Board of Directors of the Company approved, and on March 27, 2018, the Company and Broadridge Corporate Issuer Solutions, as rights agent, entered into, an amendment to the Plan (the "Amendment"). The Amendment changed the final expiration date with respect to the Rights issued under the Plan from the abovementioned date and time to 5:00 P.M. (New York City time) on March 27, 2018. In accordance with the terms of the Plan, as amended by the Amendment, all of the Rights then outstanding expired at 5:00 P.M. (New York City time) on March 27, 2018, and no Rights are to be issued from and after that time. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Mar. 03, 2018 | |
Retirement Plans | |
Retirement Plans | 19. Retirement Plans Defined Contribution Plans The Company and its subsidiaries sponsor several retirement plans that are primarily 401(k) defined contribution plans covering nonunion associates and certain union associates. The Company does not contribute to all of the plans. In accordance with those plan provisions, the Company matches 100% of a participant's pretax payroll contributions, up to a maximum of 3% of such participant's pretax annual compensation. Thereafter, the Company will match 50% of the participant's additional pretax payroll contributions, up to a maximum of 2% of such participant's additional pretax annual compensation. Total expense recognized for the above plans was $67,949 in fiscal 2018, $68,393 in fiscal 2017 and $65,118 in fiscal 2016. The Company sponsors a Supplemental Executive Retirement Plan ("SERP") for its officers, which is a defined contribution plan that is subject to a five year graduated vesting schedule. The expense recognized for the SERP was $12,426 in fiscal 2018, $16,921 in fiscal 2017 and $1,377 in fiscal 2016. Defined Benefit Plans The Company and its subsidiaries also sponsor a qualified defined benefit pension plan that requires benefits to be paid to eligible associates based upon years of service and, in some cases, eligible compensation. The Company's funding policy for The Rite Aid Pension Plan (The "Defined Benefit Pension Plan") is to contribute the minimum amount required by the Employee Retirement Income Security Act of 1974. However, the Company may, at its sole discretion, contribute additional funds to the plan. The Company made contributions of $9,023 in fiscal 2018, $0 in fiscal 2017 and $0 in fiscal 2016. Net periodic pension expense and other changes recognized in other comprehensive income for the defined benefit pension plans included the following components: Defined Benefit Pension Plan 2018 2017 2016 Service cost $ $ $ Interest cost Expected return on plan assets ) ) ) Amortization of unrecognized prior service cost — — Amortization of unrecognized net loss (gain) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net pension expense $ $ $ Other changes recognized in other comprehensive loss: Unrecognized net (gain) loss arising during period $ ) $ ) $ Prior service cost arising during period — — — Amortization of unrecognized prior service costs — — ) Amortization of unrecognized net (loss) gain ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized in other comprehensive loss ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized in pension expense and other comprehensive loss $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The table below sets forth reconciliation from the beginning of the year for both the benefit obligation and plan assets of the Company's defined benefit plans, as well as the funded status and amounts recognized in the Company's balance sheet as of March 3, 2018 and March 4, 2017: Defined Benefit 2018 2017 Change in benefit obligations: Benefit obligation at end of prior year $ $ Service cost Interest cost Distributions ) ) Change due to change in assumptions — — Actuarial loss (gain) ) ​ ​ ​ ​ ​ ​ ​ ​ Benefit obligation at end of year $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in plan assets: Fair value of plan assets at beginning of year $ $ Employer contributions — Actual return on plan assets Distributions (including expenses paid by the plan) ) ) ​ ​ ​ ​ ​ ​ ​ ​ Fair value of plan assets at end of year $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Funded status $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts recognized in consolidated balance sheets consisted of: Prepaid pension cost $ — $ — Accrued pension liability ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized $ ) $ ) Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ ) $ ) Prior service cost — — ​ ​ ​ ​ ​ ​ ​ ​ Amount recognized $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The estimated net actuarial loss and prior service cost amounts that will be amortized from accumulated other comprehensive loss into net periodic pension expense in fiscal 2019 are $2,029 and $0, respectively. The accumulated benefit obligation for the defined benefit pension plan was $161,851 and $164,349 as of March 3, 2018 and March 4, 2017, respectively. The significant actuarial assumptions used for all defined benefit plans to determine the benefit obligation as of March 3, 2018, March 4, 2017 and February 27, 2016 were as follows: Defined Benefit 2018 2017 2016 Discount rate % % % Rate of increase in future compensation levels N/A N/A N/A Expected long-term rate of return on plan assets % % % Weighted average assumptions used to determine net cost for the fiscal years ended March 3, 2018, March 4, 2017 and February 27, 2016 were: Defined Benefit 2018 2017 2016 Discount rate % % % Rate of increase in future compensation levels N/A N/A N/A Expected long-term rate of return on plan assets % % % To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This resulted in the selection of the 6.25% long-term rate of return on plan assets assumption for fiscal 2018, 2017 and 2016. The Company's pension plan asset allocations at March 3, 2018 and March 4, 2017 by asset category were as follows: March 3, March 4, Equity securities % % Fixed income securities % % ​ ​ ​ ​ ​ ​ ​ ​ Total % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The investment objectives of the Defined Benefit Pension Plan, the only defined benefit plan with assets, are to: • Achieve a rate of return on investments that exceeds inflation over a full market cycle and is consistent with actuarial assumptions; • Balance the correlation between assets and liabilities by diversifying the portfolio among various asset classes to address return risk and interest rate risk; • Balance the allocation of assets between the investment managers to minimize concentration risk; • Maintain liquidity in the portfolio sufficient to meet plan obligations as they come due; and • Control administrative and management costs. The asset allocation established for the pension investment program reflects the risk tolerance of the Company, as determined by: • the current and anticipated financial strength of the Company; • the funded status of the plan; and • plan liabilities. Investments in both the equity and fixed income markets will be maintained, recognizing that historical results indicate that equities (primarily common stocks) have higher expected returns than fixed income investments. It is also recognized that the correlation between assets and liabilities must be balanced to address higher volatility of equity investments (return risk) and interest rate risk. The following targets are to be applied to the allocation of plan assets. Category Target Allocation U.S. equities % International equities % U.S. fixed income % ​ ​ ​ ​ ​ Total % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company expects to contribute $4,700 to the Defined Benefit Pension Plan during fiscal 2019. Common and Collective Trusts Common collective trust funds are stated at fair value as determined by the issuer of the common collective trust funds based on the net asset value ("NAV") of the underlying investments in accordance with ASC 820. There are generally no restrictions on redemptions from these funds and no unfunded commitments to invest. In accordance with ASC subtopic 820-10, certain investments that were measured at NAV per shared (or its equivalent) have not been classified in the fair value hierarchy. The underlying investments mainly consist of equity and fixed income securities funds that are valued based on the daily closing price as reported by the fund. The proceeding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at March 3, 2018. The following table sets forth by level within the fair value hierarchy a summary of the plan's investments measured at fair value on a recurring basis as of March 3, 2018 and March 4, 2017: Fair Value Measurements at March 3, 2018 Quoted Prices in Significant Significant Total Equity Securities International equity $ — $ — $ — $ Large Cap — — — Small-Mid Cap — — — Fixed Income Long Term Credit Bond Index — — — Long Term US Government Bonds — — — 20+ Year Treasury STRIPS — — — Intermediate Fixed Income — — — Other types of investments Short Term Investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at March 4, 2017 Quoted Prices in Significant Significant Total Equity Securities International equity $ — $ — $ — $ Large Cap — — — Small-Mid Cap — — — Fixed Income Long Term Credit Bond Index — — — 20+ Year Treasury STRIPS — — — Intermediate Fixed Income — — — Other types of investments Short Term Investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Following are the future benefit payments expected to be paid for the Defined Benefit Pension Plan during the years indicated: Fiscal Year Defined Benefit 2019 $ 2020 2021 2022 2023 2024 - 2028 ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other Plans The Company participates in various multi-employer union pension plans that are not sponsored by the Company. Total expenses recognized for the multi-employer plans were $20,979 in fiscal 2018, $21,336 in fiscal 2017 and $20,782 in fiscal 2016. |
Multiemployer Plans that Provid
Multiemployer Plans that Provide Pension Benefits | 12 Months Ended |
Mar. 03, 2018 | |
Multiemployer Plans that Provide Pension Benefits | |
Multiemployer Plans that Provide Pension Benefits | 20. Multiemployer Plans that Provide Pension Benefits The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Additionally, if the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company's participation in these plans for the annual period ended March 3, 2018 is outlined in the table below. The "EIN/Pension Plan Number" column provides the Employer Identification Number (EIN) and the three- digit plan number, if applicable. The most recent Pension Protection Act (PPA) zone status available for fiscal 2018 and fiscal 2017 is for the plan year- ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. In addition to regular plan contributions, the Company may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last two columns list the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject and any minimum funding requirements. There have been no significant changes that affect the comparability of total employer contributions of fiscal years 2018, 2017, and 2016. Pension Protection Expiration FIP/ RP Contributions of the Company EIN/Pension Surcharge Minimum Pension 2018 2017 2018 2017 2016 1199 SEIU Health Care Employees Pension Fund 13-3604862-001 Green— Green— No $ $ $ No 4/18/2015 Contribution rate of 10.76% of gross wages earned per associate beginning 01/01/2016. Contribution rate of 10.22% of gross wages earned per associate from 01/01/2015 through 12/31/2015. Southern California United Food and Commercial Workers Unions and Drug Employers Pension Fund 51-6029925-001 Red— Red— Implemented No 7/14/2018 Subsequent to 01/01/2018 contributions of $1.586 per hour worked. From 01/01/2017 to 12/31/2017 contributions of $1.50 per hour worked. From 01/01/2016 to 12/31/2016 contributions of $1.41 per hour worked. From 01/01/2015 through 12/31/2015 contributions of $1.328 per hour worked for pharmacists and $0.602 per hour worked for non pharmacists. UFCW Pharmacists, Clerks and Drug Employers Pension Trust 94-2518312-001 Green— Green— No No 7/13/2019 Effective 09/01/2014, contribution rate frozen at $0.55 per hour worked for associates. United Food and Commercial Workers Union-Employer Pension Fund 34-6665155-001 Red— Red— Implemented No 12/31/2017 Effective 02/05/2017 contribution rate of $1.89 per hour worked. Effective 02/07/2016 through 02/04/2017 contribution rate of $1.76 per hour worked. Effective 02/02/2015 through 02/06/2016 contribution rate of $1.62 per hour worked. United Food and Commercial Workers Union Local 880—Mercantile Employers Joint Pension Fund 51-6031766-001 Yellow— Yellow— Implemented No 12/31/2017 Effective 01/01/2017 contribution rate $1.88 per hour worked. Effective 01/01/2016 through 12/31/2016 contribution rate of $1.79 per hour worked. Effective 10/01/2015 through 12/31/2015 contribution rate of $1.70 per hour worked. Effective 01/01/2015 through 09/30/2015 contribution rate of $1.61 per hour worked. Other Funds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company was listed in these plans Forms 5500 as providing more than 5 percent of the total contributions for the following plans and plan years: Pension Fund Year Contributions to Plan UFCW Pharmacists, Clerks and Drug Employers Pension Trust 12/31/2016 and 12/31/2015 Southern California United Food and Commercial Workers Unions and Drug Employers Pension Fund 12/31/2016 and 12/31/2015 United Food & Commercial Workers Union- Employer Pension Fund 9/30/2016 and 9/30/2015 United Food & Commercial Workers Union Local 880—Mercantile Employers Joint Pension Fund 9/30/2016 and 9/30/2015 At the date the Company's financial statements were issued, certain Forms 5500 were not available. During fiscal 2018, 2017 and 2016, the Company did not withdraw from any plans or incur any additional withdrawal liabilities. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Mar. 03, 2018 | |
Segment Reporting | |
Segment Reporting | 21. Segment Reporting Prior to June 24, 2015, the Company's operations were within one reportable segment. As a result of the completion of the Acquisition, the Company has realigned its internal management reporting to reflect two reportable segments, its retail drug stores ("Retail Pharmacy"), and its pharmacy services ("Pharmacy Services") segments, collectively the "Parent Company". The Retail Pharmacy segment's primary business is the sale of prescription drugs and related consultation to its customers. Additionally, the Retail Pharmacy segment sells a full selection of health and beauty aids and personal care products, seasonal merchandise and a large private brand product line. The Pharmacy Services segment offers a full range of pharmacy benefit management services including plan design and administration, on both a transparent pass-through model and traditional model, formulary management and claims processing. Additionally, the Pharmacy Services segment offers specialty and mail order services, infertility treatment, and drug benefits to eligible beneficiaries under the federal government's Medicare Part D program. The Parent Company's chief operating decision makers are its Parent Company Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Operating Officer—Retail Pharmacy, and the Chief Executive Officer—Pharmacy Services, (collectively the "CODM"). The CODM has ultimate responsibility for enterprise decisions. The CODM determines, in particular, resource allocation for, and monitors performance of, the consolidated enterprise, the Retail Pharmacy segment and the Pharmacy Services segment. The Retail Pharmacy and Pharmacy Services segment managers have responsibility for operating decisions, allocating resources and assessing performance within their respective segments. The CODM relies on internal management reporting that analyzes enterprise results on certain key performance indicators, namely, revenues, gross profit, and Adjusted EBITDA. The following table is a reconciliation of the Company's business segments to the consolidated financial statements for the fiscal years ended March 3, 2018, March 4, 2017 and February 27, 2016: Retail Pharmacy Intersegment Consolidated March 3, 2018: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA(2) — March 4, 2017: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA(2) — February 27, 2016: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA(2) — (1) Intersegment eliminations include intersegment revenues and corresponding cost of revenues that occur when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products. When this occurs, both the Retail Pharmacy and Pharmacy Services segments record the revenue on a stand-alone basis. (2) See "Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share and Other Non-GAAP Measures" in MD&A for additional details. The following is a reconciliation of net (loss) income to Adjusted EBITDA for fiscal 2018, 2017 and 2016: March 3, March 4, February 27, Net (loss) income from continuing operations $ ) $ $ Interest expense Income tax expense Depreciation and amortization expense LIFO (credit) charge ) ) Lease termination and impairment charges Goodwill impairment — — Loss on debt retirements, net — — Walgreens Boots Alliance merger termination fee ) Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA from continuing operations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following is balance sheet information for the Company's reportable segments: Retail Pharmacy Eliminations(2) Consolidated March 3, 2018: Total Assets $ $ $ ) $ Goodwill — Additions to property and equipment and intangible assets — March 4, 2017: Total Assets $ $ $ ) $ Goodwill — Additions to property and equipment and intangible assets — (2) As of March 3, 2018 and March 4, 2017, intersegment eliminations include netting of the Pharmacy Services segment long-term deferred tax liability of $38,713 and $140,865, respectively, against the Retail Pharmacy segment long-term deferred tax asset for consolidation purposes in accordance with ASC 740, and intersegment accounts receivable of $16,256 and $16,742, respectively, that represents amounts owed from the Pharmacy Services segment to the Retail Pharmacy segment that are created when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Mar. 03, 2018 | |
Commitments, Contingencies and Guarantees | |
Commitments, Contingencies and Guarantees | 22. Commitments, Contingencies and Guarantees Legal Matters and Regulatory Proceedings The Company is involved in legal proceedings and is subject to investigations, inspections, claims, audits, inquiries, and similar actions by governmental authorities arising in the ordinary course of its business, including, without limitation, the matters described below. The Company records accruals for outstanding legal matters and applicable regulatory proceedings when it believes it is probable that a loss will be incurred, and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters and regulatory proceedings that could affect the amount of any existing accrual and developments that would make a loss contingency both probable and reasonably estimable, and as a result, warrant an account. If a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. The Company's contingencies are subject to significant uncertainties, many of which are beyond the Company's control, including, among other factors: (i) proceedings are in early stages; (ii) whether class or collective action status is sought and the likelihood of a class being certified; (iii) the outcome of pending appeals or motions; (iv) the extent of potential damages, fines or penalties, which are often unspecified or indeterminate; (v) the impact of discovery on the matter; (vi) whether novel or unsettled legal theories are at issue; (vii) there are significant factual issues to be resolved; and/or (viii) in the case of certain government agency investigations, whether a sealed qui tam lawsuit ("whistleblower" action) has been filed and whether the government agency makes a decision to intervene in the lawsuit following investigation. After the announcement of the proposed Merger between the Company and Walgreens Boots Alliance, Inc. (WBA), a putative class action lawsuit was filed in Pennsylvania in the Court of Common Pleas of Cumberland County ( Wilson v. Rite Aid Corp., et al. ) by a purported Company stockholder against the Company, its directors (the Individual Defendants, together with the Company, the Rite Aid Defendants), WBA and Victoria Merger Sub Inc. (Victoria) challenging the transactions contemplated by the Merger agreement. The complaint alleged primarily that the Individual Defendants breached their fiduciary duties by, among other things, agreeing to an allegedly unfair and inadequate price, agreeing to deal protection devices that allegedly prevented the directors from obtaining higher offers from other interested buyers for the Company and allegedly failing to protect against certain purported conflicts of interest in connection with the Merger. The complaint further alleged that the Company, WBA and/or Victoria aided and abetted these alleged breaches of fiduciary duty. The complaint sought, among other things, to enjoin the closing of the Merger as well as money damages and attorneys' and experts' fees. The matter remains pending, but inactive. Also in connection with the proposed Merger, an action was filed in the United States District Court for the Middle District of Pennsylvania (the Pennsylvania District Court), asserting a claim for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 against the Rite Aid Defendants, WBA and Victoria and a claim for violations of Section 20(a) of the Exchange Act against the Individual Defendants and WBA ( Hering v. Rite Aid Corp., et al. ). The complaint in the Hering action alleged, among other things, that the Rite Aid Defendants disseminated an allegedly false and materially misleading proxy and sought to enjoin the shareholder vote on the proposed Merger, a declaration that the proxy was materially false and misleading in violation of federal securities laws and an award of money damages and attorneys' and experts' fees. On January 14 and 16, 2016, respectively, the plaintiff in the Hering action filed a motion for preliminary injunction and a motion for expedited discovery. On January 21, 2016, the Rite Aid Defendants filed a motion to dismiss the Hering complaint. At a hearing held on January 25, 2016, the Pennsylvania District Court orally denied the plaintiff's motion for expedited discovery and subsequently denied the plaintiff's motion for preliminary injunction on January 28, 2016. On March 14, 2016, the Pennsylvania District Court appointed Jerry Hering, Don Michael Hussey and Joanna Pauli Hussey as lead plaintiffs for the putative class and approved their selection of Robbins Geller Rudman & Dowd LLP as lead counsel. On April 14, 2016, the Pennsylvania District Court granted the lead plaintiffs' unopposed motion to stay the Hering action for all purposes pending consummation of the Merger. On March 17, 2017, the Hering plaintiffs filed a motion to lift the stay for the purpose of filing a proposed amended complaint. Defendants opposed the motion, and briefing concluded on April 17, 2017. The proposed amended complaint asserted state law breach of fiduciary duty claims against the Individual Defendants, a claim of aiding and abetting the alleged breaches of fiduciary duty against Rite Aid, WBA and Victoria, as well as claims for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 against the Rite Aid Defendants, WBA and Victoria, claims for violations of Section 10(b) of the Exchange Act and SEC Rule 10b-5 against the Rite Aid Defendants, WBA, Victoria and certain WBA executives, and a claim for violations of Section 20(a) of the Exchange Act against the Individual Defendants, WBA and Victoria. On August 4, 2017, the Pennsylvania District Court entered an order lifting the stay, noting that the original claims in this matter are now moot, and directed the plaintiffs to file a motion for leave to amend the complaint, with brief in support thereof, on or before September 15, 2017 which deadline was subsequently extended to September 22, 2017. On September 22, 2017, the lead plaintiffs gave notice that plaintiffs Don Michael Hussey and Joanna Pauli Hussey were withdrawing as lead plaintiffs, and that plaintiff Jerry Hering (the Lead Plaintiff) would continue to represent the proposed class in the Hering action going forward. That same day, Lead Plaintiff filed a motion for leave to file an amended complaint, which the Pennsylvania District Court granted on November 27, 2017. On December 11, 2017, Lead Plaintiff filed the amended complaint (the Amended Complaint), which alleges a claim for violations of Section 10(b) of the Exchange Act and SEC Rule 10b-5 and a claim for violations of Section 20(a) of the Exchange Act against the Rite Aid Defendants, WBA, and certain WBA executives. On February 14 and 16, 2018, the Rite Aid Defendants filed a motion to dismiss the Amended Complaint, and an opening brief in support thereof. Lead Plaintiff's answering brief and the Rite Aid Defendants' reply brief are scheduled to be filed on or before April 17 and May 17, 2018, respectively. The Company has been named in a collective and class action lawsuit, Indergit v. Rite Aid Corporation, et al. , pending in the United States District Court for the Southern District of New York, filed purportedly on behalf of current and former store managers working in the Company's stores at various locations around the country. The lawsuit alleges that the Company failed to pay overtime to store managers as required under the FLSA and under certain New York state statutes. The lawsuit also seeks other relief, including liquidated damages, attorneys' fees, costs and injunctive relief arising out of state and federal claims for overtime pay. On April 2, 2010, the Court conditionally certified a nationwide collective group of individuals who worked for the Company as store managers since March 31, 2007. The Court ordered that Notice of the Indergit action be sent to the purported members of the collective group (approximately 7,000 current and former store managers) and approximately 1,550 joined the Indergit action. Discovery as to certification issues has been completed. On September 26, 2013, the Court granted Rule 23 class certification of the New York store manager claims as to liability only, but denied it as to damages, and denied the Company's motion for decertification of the nationwide collective action claims. The Company filed a motion seeking reconsideration of the Court's September 26, 2013 decision which motion was denied in June 2014. The Company subsequently filed a petition for an interlocutory appeal of the Court's September 26, 2013 ruling with the U. S. Court of Appeals for the Second Circuit which petition was denied in September 2014. Notice of the Rule 23 class certification as to liability only has been sent to approximately 1,750 current and former store managers in the state of New York. Discovery related to the merits of the claims is ongoing. On January 12, 2017, the parties reached a settlement in principle of this matter, for an immaterial amount of money, which was subject to preliminary and final approval by the Court. On August 3, 2017, the Court entered an order granting Plaintiff's unopposed motion for preliminary approval of the settlement and notice of the settlement was issued to putative class members on September 7, 2017. On January 11, 2018, the Court entered an order granting Plaintiff's motion for final approval of the settlement. Pursuant to the settlement agreement and the Court's order, the Company funded the settlement, and the settlement administrator has disbursed the settlement funds. The Company is currently a defendant in several lawsuits filed in courts in California alleging violations of California wage-and-hour laws, rules and regulations pertaining primarily to failure to pay overtime, failure to pay for missed meals and rest periods, failure to reimburse business expenses and failure to provide employee seating (the "California Cases"). Some of the California Cases purport or may be determined to be class actions and seek substantial damages and penalties. The single-plaintiff and multi-plaintiff California Cases regarding violations of wage-and-hour laws, failure to pay overtime and failure to pay for missed meals and rest periods, in the aggregate, seek substantial damages. The Company believes that its defenses and assertions in the California Cases, as well as other legal proceedings, have merit. The Company has aggressively challenged the merits of the lawsuits and, where applicable, the allegations that the cases should be certified as class or representative actions. Additionally, at this time the Company is not able to predict either the outcome of or estimate a potential range of loss with respect to the California Cases and is vigorously defending them. In the employee seating case ( Hall v. Rite Aid Corporation, San Diego County Superior Court ), the Court, in October 2011, granted the plaintiff's motion for class certification. The Company filed its motion for decertification, which motion was granted in November 2012. Plaintiff subsequently appealed the Court's order which appeal was granted in May 2014. The Company filed a petition for review of the appellate court's decision with the California Supreme Court, which petition was denied in August 2014. Proceedings in the Hall case were stayed pending a decision by the California Supreme Court in two similar cases. That decision was rendered on April 4, 2016. A status conference in the case was held on November 18, 2016, at which time the court lifted the stay and scheduled the case for trial on January 26, 2018. The Court continued the trial to June 15, 2018. On February 2, 2018, the Court denied Rite Aid's motion for summary judgment. Following service of subpoenas on the Company in 2011 and 2013 by the United States Attorney's Office for the Eastern District of Michigan ("USAO") and the State of Indiana's Office of the Attorney General, respectively, the Company cooperated with inquiries regarding the relationship of Rite Aid's Rx Savings Program to the reporting of usual and customary charges to publicly funded health programs. In January 2017, the USAO, 18 states and the District of Columbia declined to intervene in a sealed False Claims Act ("FCA") action filed by qui tam plaintiff Azam Rahimi ("Relator") in the District Court for the Eastern District of Michigan. On January 19, 2017, the court unsealed Relator's Second Amended Complaint against the Company; it alleges that the Company failed to report Rx Savings prices as its usual and customary charges under the Medicare Part D program and to federal and state Medicaid programs in 18 states and the District of Columbia; and that the Company is thus liable under the federal FCA and similar state statutes. The Company has filed a motion to dismiss the complaint, which is pending. At this stage of the proceedings, the Company is not able to either predict the outcome of this lawsuit or estimate a potential range of loss with respect to the lawsuit and is vigorously defending this lawsuit. On April 26, 2012, the Company received an administrative subpoena from the U.S. Drug Enforcement Administration ("DEA"), Albany, New York District Office, requesting information regarding the Company's sale of products containing pseudoephedrine ("PSE"). In April 2012, it also received a communication from the U.S. Attorney's Office ("USAO") for the Northern District of New York concerning an investigation of possible civil violations of the Combat Methamphetamine Epidemic Act of 2005 ("CMEA"). Additional subpoenas were issued in 2013, 2014, and 2015 seeking broader documentation regarding PSE sales and recordkeeping requirements. Assistant U.S. Attorneys from the Northern and Eastern Districts of New York and the Southern District of West Virginia are currently investigating, but no lawsuits have been filed. Violations of the CMEA could result in the imposition of administrative and/or civil penalties against the Company. The Company has entered into tolling agreements with the United States, and discussions have been held to attempt to resolve these matters with those USAOs and the Department of Justice, but whether any agreements can be reached and on what terms is uncertain. While the Company's management cannot predict the outcome of these matters, it is possible that the Company's results of operations or cash flows could be materially affected by an unfavorable resolution. At this stage of the investigation, Rite Aid is not able to predict the outcome of the investigations. In December 2017, Rite Aid executed a non-prosecution agreement with the United States Attorney's Office for the Southern District of West Virginia (countersigned by the government in January 2018), which concluded the previous criminal investigation into Rite Aid's PSE sales. Pursuant to that agreement, the government agreed not to bring any criminal charges against Rite Aid, and Rite Aid agreed to pay an immaterial amount of money as restitution. In June 2013, the Company was served with a Civil Investigative Demand ("CID") by the United States Attorney's Office for the Eastern District of California (the "USAO") regarding (1) the Company's Drug Utilization Review ("DUR") and prescription dispensing protocol; and (2) the dispensing of drugs designated as "Code 1" by the State of California. The Company cooperated with the investigation, researched the government's allegations, and refuted the government's position. The Company produced documents including certain prescription files related to Code 1 drugs to the USAO's office and the State of California Department of Justice's Bureau of Medical Fraud and Elder Abuse ("CADOJ"). In August 2014, the USAO and 8 states' attorneys general declined to intervene in a California False Claim Act ("FCA") action ("Action") filed under seal in the Eastern District of California by qui tam plaintiff Loyd F. Schmuckley ("Relator") based on DUR and Code 1 allegations. In July 2016, the Commonwealth of Massachusetts and the District of Columbia also declined to intervene in the Action. On May 15, 2017, Relator and the CADOJ stipulated to dismiss all DUR-related claims and 18 other state-based claims. On September 21, 2017, the CADOJ filed a sealed complaint-in-intervention in the Action, asserting causes under the FCA, for unjust enrichment and for payment by mistake related to the Code 1 allegations. The Action was unsealed on September 26, 2017. On September 28, 2017, Relator filed a First Amended Complaint under the FCA also concerning the Code 1 allegations. The Company filed a motion to dismiss Relator's and CADOJ's respective complaints in January 2018, the hearing was held on March 23, 2018, and the court's order remains pending. At this stage of the proceedings, the Company is not able to either predict the outcome of this matter or estimate a potential range of loss with respect to this matter and is vigorously defending this lawsuit. Relator, Matthew Omlansky, filed a qui tam action, State of California ex rel. Matthew Omlansky v. Rite Aid Corporation, on behalf of the State of California against Rite Aid in the Superior Court of the State of California. In his Complaint, Relator alleges that Rite Aid violated the California False Claims Act by (i) failing to comply with California rules governing the Company's reporting of its usual and customary prices; (ii) failing to dispense the least expensive equivalent generic drug in certain circumstances, in violation of applicable regulations; and (iii) dispensing, and seeking reimbursement for, restricted brand name drugs without prior approval. Relator filed his Second Amended Complaint on April 19, 2016. On October 5, 2016, Rite Aid's demurrer to the Second Amended Complaint was granted, with leave for Relator to file an amended complaint. Relator filed his Third Amended Complaint to which Rite Aid filed a second demurrer, which the Court granted with leave for Relator to amend on April 20, 2017. Relator filed his Fourth Amended Complaint on May 1, 2017. On July 7, 2017, the Company's demurrer to the Fourth Amended Complaint was sustained without leave for Relator to amend. The court entered a final judgment of dismissal of each of Relator's claims on August 3, 2017. Relator's deadline to appeal the judgment passed on October 9, 2017. Relator filed an untimely notice of appeal in the action on October 13, 2017, and thereafter moved the California Court of Appeal for the Third District to construe an October 5, 2017 notice of appeal erroneously filed in another action brought by Relator as a timely appeal of this action. The Court of Appeal denied Relator's motion, and the appeal has been dismissed. At this stage of the proceedings, the Company is not able to either predict the outcome of this matter or estimate a potential range of loss with respect to this matter and is vigorously defending this lawsuit. The State of Mississippi, by and through its Attorney General, filed a First Amended Complaint against the Company and various purported related entities on September 27, 2016 alleging violations of the Mississippi Medicaid Fraud Control Act, violations of the Mississippi Unfair and Deceptive Trade Practices Act, fraud and unjust enrichment. The Complaint alleges the Company failed to accurately report usual and customary prices to Mississippi's Division of Medicaid. On November 14, 2016, the Company filed motions to dismiss based on substantive and jurisdictional grounds, as well as a motion to transfer venue. These motions are pending and the action is stayed while related litigation is resolved on appeal. At this stage of the proceedings, the Company is not able to either predict the outcome of this lawsuit or estimate a potential range of loss with respect to the lawsuit and is vigorously defending this lawsuit. In December 2017, the United States Judicial Panel on multidistrict litigation ordered consolidated numerous cases filed against various defendants by plaintiffs such as counties, cities, hospitals, and third-party payors, alleging claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is In re National Prescription Opioid Litigation (MDL No. 2804), pending in the U.S. District Court for the Northern District of Ohio. This multidistrict litigation presumptively includes relevant federal court cases that name the Company, including actions filed by several counties in West Virginia; and actions filed by several counties and cities in Michigan. Similar cases that name the Company in some capacity have been filed in state courts, including, among others, cases filed by Shelby County, Tennessee, Shelby County (Tennessee) v. Purdue Pharma, L.P. et al.; several counties and cities in West Virginia, Brooke County (West Virginia) et al. v. Purdue Pharma L.P., et al. and City of Huntington (West Virginia) et al. v. Express Scripts Holding Company et al, ; and counties in South Carolina, County of Spartanburg (South Carolina) v. Rite Aid of South Carolina, Inc. and County of Greenville (South Carolina) v. Rite Aid of South Carolina, Inc. The Company is vigorously defending all such matters. In addition to the above described matters, the Company is subject from time to time to various claims and lawsuits and governmental investigations arising in the ordinary course of business. While the Company's management cannot predict the outcome of any of the claims, the Company's management does not believe that the outcome of any of these legal matters will be material to the Company's consolidated financial position. It is possible, however, that the Company's results of operations or cash flows could be materially affected by an unfavorable resolution of pending litigation or contingencies. |
Supplementary Cash Flow Data
Supplementary Cash Flow Data | 12 Months Ended |
Mar. 03, 2018 | |
Supplementary Cash Flow Data | |
Supplementary Cash Flow Data | 23. Supplementary Cash Flow Data Year Ended March 3, March 4, February 27, Cash paid for interest(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash payments for income taxes, net(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equipment financed under capital leases $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equipment received for noncash consideration $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reduction in lease financing obligation $ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued capital expenditures $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross borrowings from revolver(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross repayments to revolver(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a)—Amounts are presented on a total company basis. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 03, 2018 | |
Related Party Transactions | |
Related Party Transactions | 24. Related Party Transactions There were receivables from related parties of $21 and $34 at March 3, 2018 and March 4, 2017, respectively. As contemplated by the terminated merger with WBA, on December 31, 2015, the Board of Directors of the Company approved the adoption of a retention and severance program upon the recommendation of the Compensation Committee of the Board (the "Committee"), which was advised by the Committee's independent compensation consultant, to enhance employee retention and corporate performance through the closing of the merger, and authorized the Company to enter into individual retention award agreements with certain of its executive officers. The individual retention award agreements provide for the lump-sum payment of the retention award on the one hundred twentieth day following the closing of the merger (the "retention date"), subject to continued employment through such retention date or upon the earlier termination of the recipient's employment by the Company without "cause" or by the recipient for "good reason" (as such terms are defined in the Company's 2014 Omnibus Equity Plan) (each referred to as a "qualifying termination"). The Company executed retention award agreements on December 31, 2015 with certain Company executive officers, which provided for the grant of retention awards under the terms described above and, for tax planning purposes, provide for the accelerated payment of the executive's fiscal year 2016 bonus in 2015, the accelerated lapse of restrictions on certain time-based restricted stock awards in 2015 and, to the extent necessary for one executive officer, the accelerated payment of the retention award in 2015, in each case subject to repayment requirements on the part of the executive if the executive would not have otherwise become entitled to such payments. During fiscal 2016, the Company made advance payments to certain executives of $500 for retention bonuses and $1,778 of fiscal 2016 performance bonuses for tax planning purposes. |
Guarantor and Non-Guarantor Con
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 12 Months Ended |
Mar. 03, 2018 | |
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | |
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | 25. Guarantor and Non-Guarantor Condensed Consolidating Financial Information Rite Aid Corporation conducts the majority of its business through its subsidiaries. With the exception of EIC, substantially all of Rite Aid Corporation's 100 percent owned subsidiaries guarantee the obligations under the Amended and Restated Senior Secured Credit Facility, secured guaranteed notes and unsecured guaranteed notes (the "Subsidiary Guarantors"). Additionally, with the exception of EIC, the subsidiaries, including joint ventures, that do not guarantee the Amended and Restated Senior Secured Credit Facility, secured guaranteed notes and unsecured guaranteed notes, are minor. For the purposes of preparing the information below, Rite Aid Corporation uses the equity method to account for its investment in subsidiaries. The equity method has been used by Subsidiary Guarantors with respect to investments in the non-guarantor subsidiaries. The subsidiary guarantees related to the Company's Amended and Restated Senior Secured Credit Facility and secured guaranteed notes and, on an unsecured basis, the unsecured guaranteed notes, are full and unconditional and joint and several. Presented below is condensed consolidating financial information for Rite Aid Corporation, the Subsidiary Guarantors, and the non-guarantor subsidiaries at March 3, 2018, March 4, 2017 and for the fiscal years ended March 3, 2018, March 4, 2017 and February 27, 2016. Separate financial statements for Subsidiary Guarantors are not presented. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Intercompany receivable — )(a) — Inventories, net of LIFO reserve of $0, $581,090, $0, $0, and $581,090 — — — Prepaid expenses and other current assets — — Current assets held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ) Property, plant and equipment, net — — — Goodwill — — — Other intangibles, net — — Deferred tax assets — — — Investment in subsidiaries — )(b) — Intercompany receivable — — )(a) — Other assets — — Noncurrent assets held for sale — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and lease financing obligations $ $ $ — $ — $ Accounts payable — — Intercompany payable — — )(a) — Accrued salaries, wages and other current liabilities — Current liabilities held for sales — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) Long-term debt, less current maturities — — — Lease financing obligations, less current maturities — — — Intercompany payable — — )(a) — Other noncurrent liabilities — — Noncurrent liabilities held for sale — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) Commitments and contingencies — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stockholders' equity )(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany accounts receivable and accounts payable amounts. (b) Elimination of investments in consolidated subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Intercompany receivable — )(a) — Inventories, net of LIFO reserve of $0, $607,326, $0, $0, and $607,326 — — — Prepaid expenses and other current assets — — Current assets held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ) Property, plant and equipment, net — — — Goodwill — — — Other intangibles, net — — Deferred tax assets — — — Investment in subsidiaries — )(b) — Intercompany receivable — — )(a) — Other assets — — — Noncurrent assets held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and lease financing obligations $ $ $ — $ — $ Accounts payable — — Intercompany payable — — )(a) — Accrued salaries, wages and other current liabilities — Current liabilities held for sales — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) Long-term debt, less current maturities — — — Lease financing obligations, less current maturities — — — Intercompany payable — — )(a) — Other noncurrent liabilities — — Noncurrent liabilities held for sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) Commitments and contingencies — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stockholders' equity )(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany accounts receivable and accounts payable amounts. (b) Elimination of investments in consolidated subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense ) — Goodwill impairment — — — Walgreens Boots Alliance, Inc. termination fee ) — — — ) Gain on sale of assets, net — ) — — ) Equity in earnings of subsidiaries, net of tax ) ) — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from continuing operations before income taxes ) ) ) ) Income tax expense (benefit) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ) ) ) Net income (loss) from discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ $ )(b) $ Total other comprehensive income (loss) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — (a) Lease termination and impairment expenses — — — Interest expense ) — Gain on sale of assets, net — ) — — ) Equity in earnings of subsidiaries, net of tax ) — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ) ) Income tax expense — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ) )(b) Net income (loss) from discontinued operations ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ ) $ ) $ Total other comprehensive income (loss) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) $ $ $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense — Loss on debt retirement, net — — — Loss on sale of assets, net — ) — — ) Equity in earnings of subsidiaries, net of tax ) — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ) ) Income tax expense (benefit) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ) )(b) Net income (loss) from discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ ) $ ) $ Total other comprehensive (loss) income ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) $ $ $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Operating activities: Net cash provided by operating activities $ $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Intercompany activity — ) — — Proceeds from dispositions of assets and investments — — — Proceeds from insured loss — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash (used in) provided by investing activities — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net payments to revolver ) — — — ) Principal payments on long-term debt — ) — — ) Change in zero balance cash accounts — — — Net proceeds from issuance of common stock — — — Payments for taxes related to net share settlement of equity awards — ) — — ) Intercompany activity — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities — ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows of discontinued operations: Operating activities of discontinued operations ) ) — — ) Investing activities of discontinued operations — — — Financing activities of discontinued operations ) ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents, beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of period $ — $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Operating activities: Net cash (used in) provided by operating activities $ ) $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Intercompany activity — ) — — Proceeds from dispositions of assets and investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash (used in) provided by investing activities — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net proceeds from revolver — — — Principal payments on long-term debt — ) — — ) Change in zero balance cash accounts — — — Net proceeds from issuance of common stock — — — Excess tax benefit on stock options and restricted stock — — — Payments for taxes related to net share settlement of equity awards — ) — — ) Intercompany activity — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows of discontinued operations: Operating activities of discontinued operations ) — — Investing activities of discontinued operations — ) — — ) Financing activities of discontinued operations — ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) discontinued operations ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents, beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of period $ — $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Operating activities: Net cash (used in) provided by operating activities $ ) $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Acquisition of businesses, net of cash acquired ) — — — ) Intercompany activity ) ) — — Proceeds from sale-leaseback transaction — — — Proceeds from dispositions of assets and investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash (used in) provided by investing activities ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Proceeds from issuance of long-term debt — — — Net proceeds from revolver — — — Principal payments on long-term debt ) ) — — ) Change in zero balance cash accounts — ) — — ) Net proceeds from issuance of common stock — — — Financing fees paid for early debt redemption ) — — — ) Excess tax benefit on stock options and restricted stock — — — Payments for taxes related to net share settlement of equity awards — ) — — ) Deferred financing costs paid ) — — — ) Intercompany activity ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows of discontinued operations: Operating activities of discontinued operations ) — — Investing activities of discontinued operations — ) — — ) Financing activities of discontinued operations — ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents, beginning of period — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of period $ — $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Interim Financial Results (Unau
Interim Financial Results (Unaudited) | 12 Months Ended |
Mar. 03, 2018 | |
Interim Financial Results (Unaudited) | |
Interim Financial Results (Unaudited) | 26. Interim Financial Results (Unaudited) Fiscal Year 2018 First Second Third Fourth Year Revenues $ $ $ $ $ Cost of revenues Selling, general and administrative expenses Lease termination and impairment charges Goodwill impairment — — — Interest expense Walgreens Boots Alliance merger termination fee — ) — — ) Loss (gain) on sale of assets, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations before income taxes ) ) ) ) Income tax (benefit) expense ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income from continuing operations ) ) ) ) Net (loss) income from discontinued operations, net of tax ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income $ ) $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (loss) income per share(b): Continuing operations $ ) $ $ ) $ ) $ ) Discontinued operations $ ) $ ) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic (loss) income per share $ ) $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted (loss) income per share(b): Continuing operations $ ) $ $ ) $ ) $ ) Discontinued operations $ ) $ ) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net diluted (loss) income per share $ ) $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2017 First Second Third Fourth Year Revenues $ $ $ $ $ Cost of revenues Selling, general and administrative expenses Lease termination and impairment charges Interest expense Loss (gain) on sale of assets, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations before income taxes ) Income tax (benefit) expense ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income from continuing operations ) ) Net (loss) income from discontinued operations, net of tax ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted (loss) income per share(b): Continuing operations $ ) $ $ $ ) $ Discontinued operations $ ) $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic and diluted income per share $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The Company's fiscal 2018 first and second quarterly results were recasted to reflect the application of ASC 205-20 as it relates to the Asset Sale to WBA (see Note 4. Asset Sale to WBA). (b) Income per share amounts for each quarter may not necessarily total to the yearly income per share due to the weighting of shares outstanding on a quarterly and year-to-date basis. (c) The interim financial results for the fourth quarter of fiscal 2017 includes 14 weeks. During the fourth quarter of 2018, the Company recorded an income tax expense of $324,765 in connection with the revaluation of the Company's deferred tax assets as discussed in Note 8, a goodwill impairment charge of $261,727 as discussed in Note 13 ($191,000 net of the related income tax benefit), and facilities impairment charges of $36,927. Also, during the fourth quarter of fiscal 2018, the Company recorded a LIFO credit of $49,220 due to higher deflation on pharmacy generics as compared to a LIFO credit recognized at prior year end caused by lower deflation on pharmacy generics. During the fourth quarter of fiscal 2017, the Company recorded facilities impairment charges of $21,068 and a LIFO credit of $28,987 due to lower deflation on pharmacy generics. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Mar. 03, 2018 | |
Financial Instruments | |
Financial Instruments | 27. Financial Instruments The carrying amounts and fair values of financial instruments at March 3, 2018 and March 4, 2017 are listed as follows: 2018 2017 Carrying Fair Carrying Fair Variable rate indebtedness $ — $ — $ $ Fixed rate indebtedness $ $ $ $ Cash, trade receivables and trade payables are carried at market value, which approximates their fair values due to the short-term maturity of these instruments. In addition, as of March 3, 2018 and March 4, 2017, the Company had $7,282 and $6,874, respectively, of investments carried at amortized cost, as these investments are being held to maturity. As of March 3, 2018, these investments are included as a component of other assets. As of March 4, 2017, these investments are included as a component of prepaid expenses and other current assets. The Company believes the carrying value of these investments approximates their fair value. The following methods and assumptions were used in estimating fair value disclosures for financial instruments: LIBOR-based borrowings under credit facilities: The carrying amounts for LIBOR-based borrowings under the credit facilities and term notes are estimated based on the quoted market price of the financial instruments. Long-term indebtedness: The fair values of long-term indebtedness are estimated based on the quoted market prices of the financial instruments. If quoted market prices were not available, the Company estimated the fair value based on the quoted market price of a financial instrument with similar characteristics. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Mar. 03, 2018 | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS Allowances deducted from accounts receivable for estimated Balance at Additions Deductions Balance at Year ended March 3, 2018 $ $ $ $ Year ended March 4, 2017 $ $ $ $ Year ended February 27, 2016 $ $ $ $ |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 03, 2018 | |
Summary of Significant Accounting Policies | |
Fiscal Year | Fiscal Year The Company's fiscal year ends on the Saturday closest to February 29 or March 1. The fiscal year ended March 3, 2018 included 52 weeks. The fiscal year ended March 4, 2017 included 53 weeks. The fiscal year ended February 27, 2016 included 52 weeks. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its 100 percent owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are readily convertible to known amounts of cash and which have original maturities of three months or less when purchased. |
Allowance for Uncollectible Receivables | Allowance for Uncollectible Receivables Substantially all prescription sales are made to customers who are covered by third-party payors, such as insurance companies, government agencies and employers. The Company recognizes receivables that represent the amount owed to the Company for sales made to customers or employees of those payors that have not yet been paid. The Company maintains a reserve for the amount of these receivables deemed to be uncollectible. This reserve is calculated based upon historical collection activity adjusted for current conditions. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Inventory balances include the capitalization of certain costs related to purchasing, freight and handling costs associated with placing inventory in its location and condition for sale. The Company uses the last-in, first-out ("LIFO") cost flow assumption for substantially all of its inventories. The Company calculates its inflation index based on internal product mix and utilizes the link-chain LIFO method. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Asset impairments are recorded when the carrying value of assets are not recoverable. For purposes of recognizing and measuring impairment of long-lived assets, the Company categorizes assets of operating stores as "Assets to Be Held and Used" and "Assets to Be Disposed Of." The Company evaluates assets at the store level because this is the lowest level of identifiable cash flows ascertainable to evaluate impairment. Assets being tested for recoverability at the store level include tangible long-lived assets and identifiable, finite-lived intangibles that arose in purchase business combinations. Corporate assets to be held and used are evaluated for impairment based on excess cash flows from the stores that support those assets. The Company reviews long-lived assets to be held and used for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset, the Company recognizes an impairment loss. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the following useful lives: buildings—30 to 45 years; equipment—3 to 15 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful life of the asset or the term of the lease. When determining the amortization period of a leasehold improvement, the Company considers whether discretionary exercise of a lease renewal option is reasonably assured. If it is determined that the exercise of such option is reasonably assured, the Company will amortize the leasehold improvement asset over the minimum lease term, plus the option period. This determination depends on the remaining life of the minimum lease term and any economic penalties that would be incurred if the lease option is not exercised. Capitalized lease assets are recorded at the lesser of the present value of minimum lease payments or fair market value and amortized over the estimated useful life of the related property or term of the lease. The Company capitalizes direct internal and external development costs associated with internal-use software. Neither preliminary evaluation costs nor costs associated with the software after implementation are capitalized. For fiscal years 2018, 2017 and 2016, the Company capitalized costs of approximately $13,940, $6,189 and $7,680, respectively. |
Goodwill | Goodwill The Company recognizes goodwill as the excess of the purchase price over the fair value of the assets acquired and liabilities assumed during business combinations. The Company accounts for goodwill under ASC Topic 350, "Intangibles—Goodwill and Other", which does not permit amortization, but instead requires the Company to perform an annual impairment review, or more frequently if events or circumstances indicate that impairment may be more likely. See Note 13 for additional information on goodwill. |
Intangible Assets | Intangible Assets The Company has certain finite-lived intangible assets that are amortized over their useful lives. The value of favorable and unfavorable leases on stores acquired in business combinations are amortized over the terms of the leases on a straight-line basis. Prescription files acquired in business combinations are amortized over an estimated useful life of ten years on an accelerated basis, which approximates the anticipated prescription file retention and related cash flows. Purchased prescription files acquired in other than business combinations are amortized over their estimated useful lives of five years on a straight-line basis. The value of finite-lived trade names are amortized over 10 years on a straight-line basis. The value of customer relationships, acquired in connection with the Company's acquisition of EnvisionRx, are amortized over a period between 10 and 20 years on a descending percentage method which matches the pattern of expected discounted cash flows. The Pharmacy Services segment's contract with Centers for Medicare and Medicaid Services ("CMS") for Medicare Part D ("Part D"), which is required in order to act as a national provider of the Part D benefit, is amortized over 25 years on a straight line basis. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred to issue debt are deferred and amortized as a component of interest expense over the terms of the related debt agreements. Amortization expense of deferred financing costs was $8,403, $4,696 and $4,691 for fiscal 2018, 2017 and 2016, respectively. |
Revenue Recognition | Revenue Recognition Retail Pharmacy Segment For front end sales, the Retail Pharmacy segment recognizes revenue from the sale of merchandise at the time the merchandise is sold. The Retail Pharmacy segment records revenue net of an allowance for estimated future returns. Return activity is immaterial to revenues and results of operations in all periods presented. For third party payor pharmacy sales, revenue is recognized at the time the prescription is filled, which is or approximates when the customer picks up the prescription and is recorded net of an allowance for prescriptions that were filled but will not be picked up by the customer. For all periods presented, there is no material difference between the revenue recognized at the time the prescription is filled and that which would be recognized when the customer picks up the prescription. For cash prescriptions and patient third party payor co-payments, the Retail Pharmacy segment recognizes revenue when the patient picks up the prescription and tenders the cash price or patient third party payor co-payment amount at the point of sale. Prescriptions are generally not returnable. The Retail Pharmacy segment offers a chain-wide loyalty card program titled wellness +. Members participating in the wellness + loyalty card program earn points on a calendar year basis for eligible front end merchandise purchases and qualifying prescriptions. One point is awarded for each dollar spent towards front end merchandise and 25 points are awarded for each qualifying prescription. Members reach specific wellness + tiers based on the points accumulated during the calendar year, which entitles such customers to certain future discounts and other benefits upon reaching that tier. For example, any customer that reaches 1,000 points in a calendar year achieves the "Gold" tier, enabling them to receive a 20% discount on qualifying purchases of front end merchandise for the remaining portion of the calendar year and also the next calendar year. There is also a similar "Silver" level with a lower threshold and benefit level. As wellness + customers accumulate points, the Retail Pharmacy segment defers the value of the points earned as deferred revenue (included in other current and noncurrent liabilities, based on the expected usage). The amount deferred is based on historic and projected customer activity (e.g., tier level, spending level). As customers receive discounted front end merchandise, the Retail Pharmacy segment recognizes an allocable portion of the deferred revenue. The Retail Pharmacy segment deferred $63,851 as of March 3, 2018 of which $50,036 is included in other current liabilities and $13,815 is included in noncurrent liabilities. The Retail Pharmacy segment deferred $60,255 as of March 4, 2017 of which $46,864 is included in other current liabilities and $13,391 is included in noncurrent liabilities. In January 2018, the Company ended its partnership with American Express Travel Related Services Company, Inc. ("American Express") and later replaced that program with The Rite Aid wellness+ Rewards program, which allows a customer to earn Bonus Cash based on qualifying purchases. wellness+ Rewards members have the opportunity to redeem their accumulated Bonus Cash on a future purchase with a 60 day expiration window. All Bonus Cash is redeemed using a FIFO methodology (e.g., first Bonus Cash earned are the first to be redeemed). For a majority of the Bonus Cash issuances, funding is provided by our vendors through contractual arrangements. This funding is treated as deferred revenue and remains in deferred revenue until a wellness+ Rewards member redeems their Bonus Cash. Upon redemption, the deferred revenue account is decremented with an offsetting credit to sales. For Bonus cash redemptions that are not vendor funded, deferred revenue is recorded and not recognized until Bonus Cash is redeemed. Prior to ending its partnership with American Express, the Company partnered with American Express to be part of a coalition loyalty program titled Plenti. This awards program allows a customer to earn points based on qualifying purchases at participating retailers. Each Plenti point is worth the equivalent of $0.01. The customer has the opportunity to redeem their accumulated points on a future purchase at any of the participating retailers. All points are redeemed using a FIFO methodology (e.g., first points earned are the first to be redeemed). Points expire on December 31st of each year for any point that has aged a minimum of two years that has not been redeemed by the customer. For a majority of the Plenti point issuances, funding is provided by our vendors through contractual arrangements. This funding is treated as deferred revenue and remains in deferred revenue until a customer redeems their points. Upon redemption, the deferred revenue account is decremented with an offsetting credit to sales. For Plenti point redemptions that are not vendor funded, deferred revenue is recorded and not recognized until the points are redeemed. As of March 3, 2018, the Company had deferred revenue of $23,907 relating to the Plenti program which is included in other current liabilities. As of March 4, 2017, the Company had deferred revenue of $35,642 relating to the Plenti program which is included in other current liabilities Pharmacy Services Segment The Pharmacy Services segment ("Pharmacy Services") sells prescription drugs indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The Pharmacy Services segment recognizes revenue from prescription drugs sold by (i) its mail service dispensing pharmacy and (ii) under retail pharmacy network contracts where it is the principal using the gross method at the contract prices negotiated with its clients, primarily employers, insurance companies, unions, government employee groups, health plans, Managed Medicaid plans, Medicare plans, and other sponsors of health benefit plans, and individuals throughout the United States. Revenues include: (i) the portion of the price the client pays directly to the Pharmacy Services segment, net of any volume-related or other discounts paid back to the client (see "Drug Discounts" below), (ii) the price paid to the Pharmacy Services segment by client plan members for mail order prescriptions ("Mail Co-Payments"), (iii) customer copayments made directly to the retail pharmacy network, and (iv) administrative fees. Sales taxes are not included in revenue. Revenue is recognized when: (i) persuasive evidence that the prescription drug sale has occurred or a contractual arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller's price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. The following revenue recognition policies have been established for the Pharmacy Services segment: • Revenues generated from prescription drugs sold by third party pharmacies in the Pharmacy Services segment's retail pharmacy network and associated administrative fees are recognized at the Pharmacy Services segment's point-of-sale, which is when the claim is adjudicated by the Pharmacy Services segment's online claims processing system. • Revenues generated from prescription drugs sold by the Pharmacy Services segment's mail service dispensing pharmacy are recognized when the prescription is delivered. At the time of delivery, the Pharmacy Services segment has performed substantially all of its obligations under its client contracts and does not experience a significant level of returns or reshipments. • Revenues generated from administrative fees based on membership or claims volume are recognized monthly upon active membership in the plan or actual claims volume. In the majority of its contracts, the Pharmacy Services segment has determined it is the principal due to it: (i) being the primary obligor in the arrangement, (ii) latitude in establishing price, (iii) performs part of the service, (iv) having discretion in supplier selection and v) having involvement in the determination of product or service specifications. The Pharmacy Services segment's obligations under its client contracts for which revenues are reported using the gross method are separate and distinct from its obligations to the third party pharmacies included in its retail pharmacy network contracts. Pursuant to these contracts, the Pharmacy Services segment is contractually required to pay the third party pharmacies in its retail pharmacy network for products sold after payment is received from its clients. The Pharmacy Services segment's responsibilities under its client contracts typically include validating eligibility and coverage levels, communicating the prescription price and the co-payments due to the third party retail pharmacy, identifying possible adverse drug interactions for the pharmacist to address with the prescriber prior to dispensing, suggesting generic alternatives where clinically appropriate and approving the prescription for dispensing. Although the Pharmacy Services segment does not have credit risk with respect to its pharmacy benefit manager operations and retail co-payments, management believes that all of the other applicable indicators of gross revenue reporting are present. Drug Discounts—The Pharmacy Services segment deducts from its revenues that are generated from prescription drugs sold by third party pharmacies any rebates, inclusive of discounts and fees, earned by its clients. Rebates are paid to clients in accordance with the terms of client contracts. Medicare Part D—The Pharmacy Services segment, through its EIC subsidiary, participates in the federal government's Medicare Part D program as a Prescription Drug Plan ("PDP"). Net revenues include insurance premiums earned by the PDP, which are determined based on the PDP's annual bid and related contractual arrangements with the Centers for Medicare and Medicaid Services ("CMS"). The insurance premiums include a direct premium paid by CMS and a beneficiary premium, which is the responsibility of the PDP member, but is subsidized by CMS in the case of low-income members. Premiums collected in advance are initially deferred in accrued expenses and are then recognized in net revenues over the period in which members are entitled to receive benefits. The Pharmacy Services segment records estimates of various assets and liabilities arising from its participation in the Medicare Part D program based on information in its claims management and enrollment systems. Significant estimates arising from its participation in the Medicare Part D program include: (i) estimates of low-income cost subsidy, reinsurance amounts and coverage gap discount amounts ultimately payable to or receivable from CMS based on a detailed claims reconciliation, (ii) an estimate of amounts receivable from CMS under a risk-sharing feature of the Medicare Part D program design, referred to as the risk corridor and (iii) estimates for claims that have been reported and are in the process of being paid or contested. Actual amounts of Medicare Part D-related assets and liabilities could differ significantly from amounts recorded. Historically, the effect of these adjustments has not been material to our results of operations or financial position. See Note 21 for additional information about the revenues of the Company's business segments. |
Cost of Revenues | Cost of Revenues Retail Pharmacy Segment Cost of revenues for the Retail Pharmacy segment includes the following: the cost of inventory sold during the period, including related vendor rebates and allowances, LIFO credit or charges, costs incurred to return merchandise to vendors, inventory shrink, purchasing costs and warehousing costs, which include inbound freight costs from the vendor, distribution payroll and benefit costs, distribution center occupancy costs and depreciation expense and delivery expenses to the stores. Pharmacy Services Segment The Pharmacy Services segment's cost of revenues includes the cost of prescription drugs sold during the reporting period indirectly through its retail pharmacy network and directly through its mail service dispensing pharmacy. The cost of prescription drugs sold component of cost of revenues includes: (i) the cost of the prescription drugs purchased from manufacturers or distributors and shipped to members in clients' benefit plans from the Pharmacy Services segment's mail service dispensing pharmacy, net of any volume-related or other discounts (see "Vendor allowances and purchase discounts" below) and (ii) the cost of prescription drugs sold through the Pharmacy Services segment's retail pharmacy network under contracts where it is the principal, net of any volume-related or other discounts. See Note 21 for additional information about the cost of revenues of the Company's business segments. |
Vendor Rebates and Allowances and Purchase Discounts | Vendor Rebates and Allowances and Purchase Discounts Retail Pharmacy Segment The Retail Pharmacy segment rebates and allowances received from vendors relate to either buying and merchandising or promoting the product. Buying and merchandising related rebates and allowances are recorded as a reduction of cost of revenue as product is sold. Buying and merchandising rebates and allowances include all types of vendor programs such as cash discounts from timely payment of invoices, purchase discounts or rebates, volume purchase allowances, price reduction allowances and slotting allowances. Certain product promotion related rebates and allowances, primarily related to advertising, are recorded as a reduction in selling, general and administrative expenses when the advertising commitment has been satisfied. Pharmacy Services Segment The Pharmacy Services segment receives purchase discounts on products purchased. The Pharmacy Services segment's contractual arrangements with vendors, including manufacturers, wholesalers and retail pharmacies, normally provide for the Pharmacy Services segment to receive purchase discounts from established list prices in one, or a combination, of the following forms: (i) a direct discount at the time of purchase, or (ii) a discount (or rebate) paid subsequent to dispensing when products are purchased indirectly from a manufacturer (e.g., through a wholesaler or retail pharmacy). These rebates are recognized when prescriptions are dispensed and are generally billed to manufacturers within 30 days of the end of each completed quarter. Historically, the effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected has not been material to the Pharmacy Services segment's results of operations. The Pharmacy Services segment accounts for the effect of any such differences as a change in accounting estimate in the period the reconciliation is completed. The Pharmacy Services segment also receives additional discounts under its wholesaler contracts and fees from pharmaceutical manufacturers for administrative services. Purchase discounts and administrative service fees are recorded as a reduction of cost of revenues. |
Reinsurance | Reinsurance To minimize risk and statutory capital requirements, EIC enters into quota share reinsurance agreements with unaffiliated reinsurers whereby they assume a quota share percentage of the company's Medicare Part D program. The net revenue and net cost of revenue for EIC has been reduced by the amounts ceded to reinsurers under these agreements. EIC does not have a reinsurance agreement in place for calender 2018. |
Rent | Rent The Company records rent expense on operating leases on a straight-line basis over the minimum lease term. The Company begins to record rent expense at the time that the Company has the right to use the property. From time to time, the Company receives incentive payments from landlords that subsidize lease improvement construction. These leasehold incentives are deferred and recognized on a straight-line basis over the minimum lease term. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses include store and corporate administrative payroll and benefit costs, occupancy costs which include retail store and corporate rent costs, facility and leasehold improvement depreciation and utility costs, advertising, repair and maintenance, insurance, equipment depreciation and professional fees. |
Repairs and Maintenance | Repairs and Maintenance Routine repairs and maintenance are charged to operations as incurred. Improvements and major repairs, which extend the useful life of an asset, are capitalized and depreciated. |
Advertising | Advertising Advertising costs, net of specific vendor advertising allowances, are expensed in the period the advertisement first takes place. Advertising expenses, net of vendor advertising allowances, for fiscal 2018, 2017 and 2016 were $161,826, $181,438 and $191,534, respectively. |
Insurance | Insurance The Company is self-insured for certain general liability and workers' compensation claims. For claims that are self-insured, stop-loss insurance coverage is maintained for workers' compensation occurrences exceeding $1,000 and general liability occurrences exceeding $3,000. The Company utilizes actuarial studies as the basis for developing reported claims and estimating claims incurred but not reported relating to the Company's self-insurance. Workers' compensation claims are discounted to present value using a risk-free interest rate. |
Benefit Plan Accruals | Benefit Plan Accruals The Company has several defined benefit plans, under which participants earn a retirement benefit based upon a formula set forth in the plan. The Company records expense related to these plans using actuarially determined amounts that are calculated under the provisions of ASC 715, "Compensation—Retirement Benefits." Key assumptions used in the actuarial valuations include the discount rate, the expected rate of return on plan assets and the rate of increase in future compensation levels. |
Stock-Based Compensation | Stock-Based Compensation The Company has several stock option plans, which are described in detail in Note 17. The Company accounts for stock-based compensation under ASC 718, "Compensation—Stock Compensation." The Company recognizes option expense over the requisite service period of the award, net of an estimate for the impact of award forfeitures. |
Store Pre-opening Expenses | Store Pre-opening Expenses Costs incurred prior to the opening of a new or relocated store, associated with a remodeled store or related to the opening of a distribution facility are charged against earnings when incurred. |
Litigation Reserves | Litigation Reserves The Company is involved in litigation on an ongoing basis. The Company accrues its best estimate of the probable loss related to legal claims. Such estimates are developed in consultation with in-house counsel, and are based upon a combination of litigation and settlement strategies. |
Facility Closing Costs and Lease Exit Charges | Facility Closing Costs and Lease Exit Charges When a store or distribution center is closed, the Company records an expense for unrecoverable costs and accrues a liability equal to the present value at current credit adjusted risk-free interest rates of the remaining lease obligations and anticipated ancillary occupancy costs, net of estimated sublease income. Other store or distribution center closing and liquidation costs are expensed when incurred. |
Income Taxes | Income Taxes Deferred income taxes are determined based on the difference between the financial reporting and tax basis of assets and liabilities. Deferred income tax expense (benefit) represents the change during the reporting period in the deferred tax assets and deferred tax liabilities, net of the effect of acquisitions and dispositions. Deferred tax assets include tax loss and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change. The Company has net operating loss ("NOL") carryforwards that can be utilized to offset future income for federal and state tax purposes. These NOLs generate a significant deferred tax asset. The Company regularly reviews the deferred tax assets for recoverability considering historical profitability, projected taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company recognizes tax liabilities in accordance with ASC 740, "Income Taxes" and the Company adjusts these liabilities with changes in judgment as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. The Tax Cuts and Jobs Act (the "Tax Act"), enacted on December 22, 2017, among other things, permanently lowered the statutory federal corporate tax rate from 35% to 21%, effective for tax years including or beginning January 1, 2018. Under the guidance of ASC 740, "Income Taxes" ("ASC 740"), the Company re-measured its net deferred tax assets on the date of enactment based on the reduction in the overall future tax benefit expected to be realized at the lower tax rate implemented by the new legislation. Although in the normal course of business the Company is required to make estimates and assumptions for certain tax items which cannot be fully determined at period end, the Company did not identify items for which the income tax effects of the Tax Act have not been completed as of March 3, 2018 and, therefore, considers its accounting for the tax effects of the Tax Act on its deferred tax assets and liabilities to be complete as of March 3, 2018. |
Sales Tax Collected | Sales Tax Collected Sales taxes collected from customers and remitted to various governmental agencies are presented on a net basis (excluded from revenues) in the Company's statement of operations. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Significant Concentrations | Significant Concentrations Retail Pharmacy Segment The Company's pharmacy sales were primarily to customers covered by health plan contracts, which typically contract with a third party payor that agrees to pay for all or a portion of a customer's eligible prescription purchases. During fiscal 2018, the top five third party payors accounted for approximately 78.6% of the Company's pharmacy sales. The largest third party payor, Caremark, represented 27.2% of pharmacy sales during fiscal 2018. The largest third party payor during fiscal 2017 and fiscal 2016, Express Scripts, represented 26.0% and 27.1% of pharmacy sales, respectively. Third party payors are entities such as an insurance company, governmental agency, health maintenance organization or other managed care provider, and typically represent several health care contracts and customers. During fiscal 2018, state sponsored Medicaid agencies and related managed care Medicaid payors accounted for approximately 20.4% of the Company's pharmacy sales, the largest of which was approximately 1.9% of the Company's pharmacy sales. During fiscal 2018, approximately 34.1% of the Company's pharmacy sales were to customers covered by Medicare Part D. Any significant loss of third-party payor business could have a material adverse effect on the Company's business and results of operations. During fiscal 2018, the Company purchased brand and generic pharmaceuticals, which amounted to approximately 97.8% of the dollar volume of its prescription drugs from McKesson Corporation "McKesson" under its expanded five-year agreement executed on February 17, 2014 for pharmaceutical purchasing and distribution (our "Purchasing and Delivery Agreement") whereby McKesson assumed responsibility for purchasing essential all of the brand and generic medications the Company dispenses as well as providing a new direct store delivery model to all of the Company's stores. If the Company's relationship with McKesson was disrupted, it could temporarily have difficulty filling prescriptions for brand-named and generic drugs until it executed a replacement wholesaler agreement or developed and implemented self- distribution processes. Pharmacy Services Segment The Pharmacy Services segment, through its EIC subsidiary, participates in the federal government's Medicare Part D program as a PDP. During fiscal 2018, fiscal 2017 and fiscal 2016, net revenues of $203,361 (1.0% of consolidated revenues), $223,077 (1.0% of consolidated revenues) and $162,620 (0.8% of consolidated revenues), respectively, include insurance premiums earned by the PDP, which are determined based on the PDP's annual bid and related contractual arrangements with CMS. EIC had previously entered into a quota share reinsurance agreement with Swiss Re Life & Health America Inc. ("Swiss Re") whereby they assume a quota share percentage of the company's Medicare Part D program. Fifty percent of the net revenue and net cost of revenue for EIC has been ceded to Swiss Re under this agreement. EIC does not have a reinsurance agreement in place for calendar 2018. |
Derivatives | Derivatives The Company may enter into interest rate swap agreements to hedge the exposure to increasing rates with respect to its variable rate debt, when the Company deems it prudent to do so. Upon inception of interest rate swap agreements, or modifications thereto, the Company performs a comprehensive review of the interest rate swap agreements based on the criteria as provided by ASC 815, "Derivatives and Hedging." As of March 3, 2018 and March 4, 2017, the Company had no interest rate swap arrangements or other derivatives. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation, (Topic 718): Improvements to Employee Share-Based Payment Accounting , which amends the accounting for certain aspects of share-based payments to employees in ASC Topic 718, Compensation—Stock Compensation . The new guidance eliminates the accounting for any excess tax benefits and deficiencies through equity and requires all excess tax benefits and deficiencies related to employee share-based compensation arrangements to be recorded in the income statement. This aspect of the new guidance is required to be applied prospectively. The new guidance also requires (i.) the presentation of excess tax benefits on the statement of cash flows as an operating activity rather than a financing activity, a change which may be applied prospectively or retrospectively and (ii.) the presentation of employee taxes paid when an employer withholds shares for tax withholding purposes on the statement of cash flows as a financing activity, a change which must be applied retrospectively. The new guidance further provides an accounting policy election to account for forfeitures as they occur rather than utilizing the estimated amount of forfeitures at the time of issuance. The Company adopted this new guidance effective March 5, 2017. The primary impact of adoption was (i.) the modified retrospective recognition of the cumulative amount of previously unrecognized excess tax benefits as an opening balance sheet adjustment and (ii.) the recognition of excess tax benefits in the income statement on a prospective basis, rather than equity. As a result, the Company (i.) increased the deferred tax asset and reduced accumulated deficit by $11,729 as of the beginning of the fifty-two weeks ended March 3, 2018, and (ii.) the Company recognized a discrete income tax expense of $10,590 in income tax expense for the fifty-two weeks ended March 3, 2018. The Company also elected to adopt the cash flow presentation of the excess tax benefits prospectively commencing in the first quarter of fiscal 2018. The retrospective application of cash paid on employees' behalf related to shares withheld for tax purposes resulted in an increase to "Net cash provided by operating activities" and a decrease to "Net cash provided by financing activities" of $6,254 and $17,506 for the fifty-three weeks ended March 4, 2017 and the fifty two weeks ended February 27, 2016, respectively. The Company's stock-based compensation expense continues to reflect estimated forfeitures. None of the other provisions in this new guidance had a material impact on the Company's condensed consolidated financial statements. In February 2018, the FASB issued ASU 2018-02 , Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This guidance concerns the income tax effects of items in accumulated other comprehensive income ("AOCI") that were originally recognized in other comprehensive income, rather than in income from continuing operations. The new guidance allows for a reclassification from AOCI to retained earnings for the amount of deferred taxes caused by the reduction in the corporate income tax rate following the U.S. tax law changes enacted in December 2017. The Company adopted this new guidance during the fourth quarter of fiscal 2018 and applied the changes retrospectively. As a result the Company recorded a $513 increase to comprehensive income and a corresponding decrease to accumulated deficit. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other, (Topic 350): Simplifying the Test for Goodwill Impairment , which is intended to simplify the subsequent measurement and impairment of goodwill. The ASU simplifies the complexity of evaluating goodwill for impairment by eliminating the second step of the impairment test, which compares the implied fair value of a reporting unit's goodwill to the carrying amount of that goodwill. Instead, the ASU requires entities to compare the fair value of a reporting unit to its carrying amount in order to determine the amount of goodwill impairment recognized. ASU No. 2017-04 is effective for fiscal years and interim periods within those years beginning after December 15, 2019 (fiscal 2020). Early adoption of all the amendments for ASU 2017-04 is permitted. Amendments must be applied prospectively. The Company adopted ASU 2017-04 during the fourth quarter of fiscal 2018. See Note 13. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08, "Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)," which amends the principal-versus-agent implementation guidance and in April 2016 the FASB issued ASU 2016-10, "Identifying Performance Obligations and Licensing," which amends the guidance in those areas in the new revenue recognition standard. These ASU's were issued in response to feedback received from the FASB-International Accounting Standards Board joint revenue recognition transition resource group. The new revenue standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning January 1, 2018. The Company has substantially completed the evaluation of the new revenue standard and does not expect the implementation of the standard will have a material effect on the Company's consolidated results of operations, cash flows or financial position. The new standard will however require more extensive revenue-related disclosures. The Company has identified one difference in its Retail Pharmacy Segment related to the timing of revenue recognition for third party prescription revenues, which is currently recognized at the time that the prescription is filled. Under the new standard, this revenue will be recognized at the time the customer takes possession of the merchandise. The Company also identified one difference on its Pharmacy Services Segment related to the recognition of revenues under one specific rebate administration program which is currently recognized as revenues and cost of sales. Under the new standard, the Company is no longer determined to be acting as the principal for this contract and revenues will need to be recorded on a net basis. Total revenues reported under this contract in Fiscal 2018 were $123,500. On March 4, 2018, the Company adopted the new revenue standard on a modified retrospective basis and recorded a transition adjustment to increase accumulated deficit as of March 4, 2018 by approximately $8,000. In February 2016, the FASB issued ASU No. 2016-02, Leases, (Topic 842) , which is intended to improve financial reporting around leasing transactions. The ASU affects all companies and other organizations that engage in lease transactions (both lessee and lessor) that lease assets such as real estate and manufacturing equipment. This ASU will require organizations that lease assets—referred to as "leases"—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. ASU No. 2016-02 is effective for fiscal years and interim periods within those years beginning January 1, 2019 (fiscal 2020). On January 5, 2018 the FASB issued an exposure draft amending certain aspects of the new leasing standard. The proposed amendments include a provision to allow entities to elect not to restate comparative periods in the period of adoption when transitioning to the new standard and instead allow a modified retrospective approach. The Company believes that the new standard will have a material impact on its financial position. The Company is currently evaluating the impact this standard implementation will have on its results of operations and cash flows. |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Summary of Significant Accounting Policies | |
Schedule of revenues | Year Ended March 3, March 4, February 27, Retail Pharmacy segment: Pharmacy sales $ $ $ Front end sales Other revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Retail Pharmacy segment $ $ $ Pharmacy Services segment revenue Intersegment elimination ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of principal classes of products | Product Class Percentage Prescription drugs % Over-the-counter medications and personal care % Health and beauty aids % General merchandise and other % |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Acquisition | |
Schedule of purchase price allocation | Final purchase price Cash consideration $ Stock consideration ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Final purchase price allocation Cash and cash equivalents $ Accounts receivable Inventories Prepaid expenses and other current assets ​ ​ ​ ​ ​ Total current assets Property and equipment Intangible assets(1) Goodwill Other assets ​ ​ ​ ​ ​ Total assets acquired ​ ​ ​ ​ ​ Accounts payable Reinsurance funds held Other current liabilities(2) ​ ​ ​ ​ ​ Total current liabilities Other long term liabilities(3) ​ ​ ​ ​ ​ Total liabilities assumed ​ ​ ​ ​ ​ Net assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Intangible assets are recorded at estimated fair value, as determined by management based on available information which includes a final valuation prepared by an independent third party. The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The major assumptions used in arriving at the estimated identifiable intangible asset values included management's estimates of future cash flows, discounted at an appropriate rate of return which are based on the weighted average cost of capital for both the Company and other market participants, projected customer attrition rates, as well as applicable royalty rates for comparable assets. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The estimated fair value of intangible assets and related useful lives as included in the final purchase price allocation include: Estimated Estimated Customer relationships $ CMS license Claims adjudication and other developed software Trademarks Backlog Trademarks Indefinite ​ ​ ​ ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (2) Other current liabilities includes $116,057 due to TPG under the terms of the Agreement, representing the amounts due to EnvisionRx from CMS, less corresponding amounts due to various reinsurance providers under certain reinsurance programs, for CMS activities that relate to the year ended December 31, 2014. This liability was satisfied with a payment to TPG on November 5, 2015. (3) Primarily relates to deferred tax liabilities. |
Schedule of estimated fair value of intangible assets and related useful lives as included in the final purchase price allocation | Estimated Estimated Customer relationships $ CMS license Claims adjudication and other developed software Trademarks Backlog Trademarks Indefinite ​ ​ ​ ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of unaudited pro forma combined financial data | Year Ended March 3, March 4, February 27, Pro forma Pro forma Pro forma Net revenues as reported $ $ $ EnvisionRx revenue, prior to the acquisition — — Less pre-acquisition intercompany revenue — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro forma combined revenues $ $ $ Net income as reported $ $ $ EnvisionRx net (loss) income before income taxes, prior to the acquisition — — ) Incremental interest expense on the 6.125% Notes issued on April 2, 2015 — — ) Incremental amortization resulting from fair value adjustments of the identifiable intangible assets — — ) Transaction costs incurred by both the Company and EnvisionRx — — Interest expense incurred by EnvisionRx — — Debt extinguishment charges incurred by EnvisionRx — — Income tax expense relating to pro forma adjustments — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro forma net income $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pro forma net (loss) income from continuing operations $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (loss) income per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted (loss) income per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net diluted income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Asset Sale to WBA (Tables)
Asset Sale to WBA (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Asset Sale to WBA | |
Schedule of discontinued operations | March 3, March 4, Inventories $ $ Property and equipment — Goodwill(a) — Intangible assets — ​ ​ ​ ​ ​ ​ ​ ​ Current assets held for sale $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment $ — $ Goodwill(a) — Intangible assets — Other assets — ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent assets held for sale $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current maturities of long-term lease financing obligations $ $ Accrued salaries, wages and other current liabilities Long-term debt, less current maturities(b) — Lease financing obligations, less current maturities — Other noncurrent liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities held for sale $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt, less current maturities(b) $ — $ Lease financing obligations, less current maturities — Other noncurrent liabilities — ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent liabilities held for sale $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The Company had $76,124 of goodwill in its Retail Pharmacy segment resulting from the acquisition of Health Dialog and RediClinic, which is accounted for as Retail Pharmacy segment enterprise goodwill. The Company has allocated a portion of its Retail Pharmacy segment enterprise goodwill to the discontinued operation. (b) In connection with the Sale, the Company is estimating that the Sale will provide excess cash proceeds of approximately $4,027,400 which will be used to repay outstanding indebtedness. As such, the $4,027,400 of estimated repayment of outstanding indebtedness has been included in liabilities held for sale as of March 4, 2017. As of March 3, 2018, the Company repaid outstanding indebtedness of $3,135,000 with transaction proceeds received. March 3, March 4, February 27, Revenues $ $ $ Costs and expenses: Cost of revenues(a) Selling, general and administrative expenses(a) Lease termination and impairment charges Loss on debt retirements, net — — Interest expense(b) Gain on stores sold to Walgreens Boots Alliance ) — — (Gain) loss on sale of assets, net ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from discontinued operations before income taxes ) Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from discontinued operations, net of tax $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Cost of revenues and selling, general and administrative expenses for the discontinued operations excludes corporate overhead. These charges are reflected in continuing operations. (b) In accordance with ASC 205-20, the operating results for the fifty-two week period ended March 3, 2018, the fifty-three week period ended March 4, 2017, and the fifty-two week period ended February 27, 2016 for the discontinued operations include interest expense relating to the $4,027,400 of outstanding indebtedness expected to be repaid with the estimated excess proceeds from the Sale. |
(Loss) Income Per Share (Tables
(Loss) Income Per Share (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
(Loss) Income Per Share | |
Schedule of calculation of basic and diluted (loss) income per share | March 3, March 4, February 27, Basic and diluted (loss) income per share: Numerator: (Loss) income from continuing operations attributable to common stockholders—basic and diluted $ ) $ $ Income (loss) from discontinued operations attributable to common stockholders—basic and diluted ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income attributable to common stockholders—basic and diluted $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: Basic weighted average shares Outstanding options and restricted shares, net — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted weighted average shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (loss) income per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted income (loss) per share: Continuing operations $ ) $ $ Discontinued operations ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net diluted income per share $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Lease Termination and Impairm43
Lease Termination and Impairment Charges (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Lease Termination and Impairment Charges | |
Schedule of amounts relating to lease termination and impairment charges | March 3, 2018 March 4, 2017 February 27, 2016 (in thousands, except number of stores) Number Charge Number Charge Number Charge Active stores: Stores previously impaired(1) $ $ $ New, relocated and remodeled stores(2) Remaining stores not meeting the recoverability test(3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total impairment charges—active stores Total impairment charges—closed facilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total impairment charges—all locations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) These charges are related to stores that were impaired for the first time in prior periods. Most active stores, requiring an impairment charge, are fully impaired in the first period that they do not meet their asset recoverability test. However, we do often make capital additions to certain stores to improve their operating results or to meet geographical competition, which if later are deemed to be unrecoverable, will be impaired in future periods. Of this total, 215, 173 and 160 stores for fiscal years 2018, 2017 and 2016 respectively have been fully impaired. Also included in these charges are an insignificant number of stores, which were only partially impaired in prior years based on our analysis that supported a reduced net book value greater than zero, but now require additional charges. (2) These charges are related to new stores (open at least 3 years) and relocated stores (relocated in the last 2 years) and significant strategic remodels (remodeled in the last year) that did not meet their recoverability test during the current period. These stores have not met their original return on investment projections and have a historical loss of at least 2 years. Their future cash flow projections do not recover their current carrying value. Of this total, 23, 18 and 1 stores for fiscal years 2018, 2017 and 2016 respectively have been fully impaired. (3) These charges are related to the remaining active stores that did not meet the recoverability test during the current period. These stores have a historical loss of at least 2 years. Their future cash flow projections do not recover their current carrying value. Of this total, 58, 16 and 13 stores for fiscal years 2018, 2017 and 2016 respectively have been fully impaired. |
Schedule of fair value of long-lived assets for which an impairment assessment was performed and total losses | Quoted Prices in Significant Significant Fair Values Total Long-lived assets held and used $ — $ $ $ $ ) Long-lived assets held for sale — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ $ $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Significant Fair Values Total Long-lived assets held and used $ — $ $ $ $ ) Long-lived assets held for sale — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ $ $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of closed store and distribution center charges related to new closures, changes in assumptions and interest accretion | Year Ended March 3, March 4, February 27, Balance—beginning of year $ $ $ Provision for present value of noncancellable lease payments of closed stores Changes in assumptions about future sublease income, terminations and change in interest rates Interest accretion Cash payments, net of sublease income ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance—end of year $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of revenue, operating expenses, and income before income taxes of stores | Year Ended March 3, March 4, February 27, Revenues $ $ $ Operating expenses Gain from sale of assets ) ) ) Other expenses Income (loss) before income taxes ) ) Included in these stores' loss before income taxes are: Depreciation and amortization Inventory liquidation charges ) ) ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Income Taxes | |
Schedule of provision for income tax expense (benefit) from continuing operations | Year Ended March 3, March 4, February 27, Current tax: Federal $ ) $ — $ ) State ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax and other: Federal State ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total income tax expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of the expected statutory federal tax and the total income tax expense (benefit) from continuing operations | Year Ended March 3, March 4, February 27, Federal statutory rate* $ ) $ $ Federal tax rate change — — Nondeductible expenses State income taxes, net ) Increase/(decrease) of previously recorded liabilities ) — Nondeductible compensation Acquisition costs Stock based compensation — — Valuation allowance ) ) Other ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total income tax expense (benefit) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Federal statutory rate included in the above table is 32.6%, 35.0% and 35.0%, respectively, for the fiscal years ended March 3, 2018, March 4, 2017 and February 27, 2016. |
Schedule of significant components of deferred tax assets and liabilities | 2018 2017 Deferred tax assets: Accounts receivable $ $ Accrued expenses Liability for lease exit costs Pension, retirement and other benefits Long-lived assets Other — Credits Net operating losses ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax assets Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total deferred tax assets Deferred tax liabilities: Outside basis difference Inventory ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax liabilities ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits from continuing operations | 2018 2017 2016 Unrecognized tax benefits $ $ $ Increases to prior year tax positions — Decreases to tax positions in prior periods ) ) ) Increases to current year tax positions Settlements — — — Divestitures ) — — Lapse of statute of limitations ) ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrecognized tax benefits balance $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment, including capital lease assets | 2018 2017 Land $ $ Buildings Leasehold improvements Equipment Software Construction in progress ​ ​ ​ ​ ​ ​ ​ ​ Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Goodwill and Other Intangibles | |
Summary of the changes in the carrying amount of goodwill | Retail Pharmacy Total Balance, February 27, 2016 $ $ $ Acquisition (see Note 2. Acquisition) Change in goodwill resulting from changes to the final purchase price allocation — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, March 4, 2017 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill impairment — ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, March 3, 2018 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of the company's finite-lived and indefinite-lived intangible assets | 2018 2017 Gross Accumulated Net Remaining Gross Accumulated Net Remaining Favorable leases and other(a) $ $ ) $ 7 years $ $ ) $ 7 years Prescription files ) 3 years ) 3 years Customer relationships(a) ) 15 years ) 16 years CMS license ) 23 years ) 24 years Claims adjudication and other developed software ) 5 years ) 6 years Trademarks ) 8 years ) 9 years Backlog ) 1 year ) 2 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total finite $ $ ) $ $ $ ) $ Trademarks — Indefinite — Indefinite ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Amortized on an accelerated basis which is determined based on the remaining useful economic lives of the customer relationships that are expected to contribute directly or indirectly to future cash flows. |
Accrued Salaries, Wages and O47
Accrued Salaries, Wages and Other Current Liabilities (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Accrued Salaries, Wages and Other Current Liabilities | |
Schedule of accrued salaries, wages and other current liabilities | 2018 2017 Accrued wages, benefits and other personnel costs $ $ Accrued interest Accrued sales and other taxes payable Accrued store expense Accrued reinsurance Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Indebtedness and Credit Agree48
Indebtedness and Credit Agreements (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Indebtedness and Credit Agreements | |
Summary of indebtedness and lease financing obligations | 2018 2017 Secured Debt: Senior secured revolving credit facility due January 2020 ($0 and $2,430,000 face value less unamortized debt issuance costs of $13,076 and $24,918) $ ) $ Tranche 1 Term Loan (second lien) due August 2020 ($0 and $470,000 face value less unamortized debt issuance costs of $0 and $4,167) — Tranche 2 Term Loan (second lien) due June 2021 ($0 and $500,000 face value less unamortized debt issuance costs of $0 and $2,431) — Other secured ​ ​ ​ ​ ​ ​ ​ ​ ) Guaranteed Unsecured Debt: 9.25% senior notes due March 2020 ($902,000 face value plus unamortized premium of $1,400 and $2,071 and less unamortized debt issuance costs of $4,924 and $7,527) 6.75% senior notes due June 2021 ($810,000 face value less unamortized debt issuance costs of $4,877 and $6,360) 6.125% senior notes due April 2023 ($1,800,000 face value less unamortized debt issuance costs of $21,708 and $25,984) ​ ​ ​ ​ ​ ​ ​ ​ Unguaranteed Unsecured Debt: 7.7% notes due February 2027 ($295,000 face value less unamortized debt issuance costs of $1,460 and $1,625) 6.875% fixed-rate senior notes due December 2028 ($128,000 face value less unamortized debt issuance costs of $707 and $771) ​ ​ ​ ​ ​ ​ ​ ​ Lease financing obligations ​ ​ ​ ​ ​ ​ ​ ​ Total debt Current maturities of long-term debt and lease financing obligations ) ) ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and lease financing obligations, less current maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of debt instruments included in continuing operations and discontinued operations | March 3, 2018 Debt Lease Financing Total Debt and Balance, March 3, 2018—per above table $ $ $ Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale(a) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt and lease financing obligations Current maturities of long-term debt and lease financing obligations—continuing operations ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and lease financing obligations, less current maturities—continuing operations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 4, 2017 Debt Lease Financing Total Debt and Balance, March 4, 2017—per above table $ $ $ Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale(a) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total debt and lease financing obligations Current maturities of long-term debt and lease financing obligations—continuing operations ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt and lease financing obligations, less current maturities—continuing operations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) In connection with the Sale, the Company is estimating that the Sale will provide total excess cash proceeds of approximately $549,549 and 4,027,400 which will be used to repay outstanding indebtedness as of March 3, 2018 and March 4, 2017, respectively. As such, the Company included estimated excess cash proceeds $549,549 and $4,027,400 as repayment of outstanding indebtedness that has been included in liabilities held for sale as of March 3, 2018 and March 4, 2017. Additionally, as part of the Sale, the Company will be relieved of approximately $1,108 and $10,492, respectively, of capital lease obligations as of March 3, 2018 and March 4, 2017. These amounts are also reflected as liabilities held for sale. Please see Note 4 for additional details. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Leases | |
Schedule of net book values of assets under capital leases and sale-leasebacks accounted for under the financing method | 2018 2017 Land $ $ Buildings Leasehold improvements — Equipment Accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of lease finance obligations | 2018 2017 Obligations under financing leases $ $ Sale-leaseback obligations — Less current obligation ) ) ​ ​ ​ ​ ​ ​ ​ ​ Long-term lease finance obligations $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of minimum lease payments for all properties under a lease agreement | Fiscal year Lease Operating 2019 $ $ 2020 2021 2022 2023 Later years ​ ​ ​ ​ ​ ​ ​ ​ Total minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount representing interest ) ​ ​ ​ ​ ​ ​ ​ ​ Present value of minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stock Option and Stock Award Pl
Stock Option and Stock Award Plans (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Stock Option and Stock Award Plans | |
Schedule of weighted average assumptions used for options granted | 2018 2017 2016 Expected stock price volatility(1) N/A Expected dividend yield(2) N/A Risk-free interest rate(3) N/A Expected option life(4) 5.5 years N/A 5.5 years (1) The expected volatility is based on the historical volatility of the stock price over the most recent period equal to expected life of the option. (2) The dividend rate that will be paid out on the underlying shares during the expected term of the options. The Company does not currently pay dividends on its common stock, as such, the dividend rate is assumed to be zero percent. (3) The risk free interest rate is equal to the rate available on United States Treasury zero-coupon issues as of the grant date of the option with a remaining term equal to the expected term. (4) The period of time for which the option is expected to be outstanding. The Company analyzed historical exercise behavior to estimate the life. |
Schedule of stock option transactions | Shares Weighted Weighted Aggregate Outstanding at February 28, 2015 $ Granted Exercised ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at February 27, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted — N/A Exercised ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at March 4, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted Exercised ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at March 3, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested or expected to vest at March 3, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at March 3, 2018 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of restricted stock transactions | Shares Weighted Average Grant Date Fair Value Balance at February 28, 2015 $ Granted Vested ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ Balance at February 27, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 4, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ Granted Vested ) Cancelled ) ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 3, 2018 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Retirement Plans | |
Summary of net periodic pension expense for the defined benefit plans | Defined Benefit Pension Plan 2018 2017 2016 Service cost $ $ $ Interest cost Expected return on plan assets ) ) ) Amortization of unrecognized prior service cost — — Amortization of unrecognized net loss (gain) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net pension expense $ $ $ Other changes recognized in other comprehensive loss: Unrecognized net (gain) loss arising during period $ ) $ ) $ Prior service cost arising during period — — — Amortization of unrecognized prior service costs — — ) Amortization of unrecognized net (loss) gain ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized in other comprehensive loss ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized in pension expense and other comprehensive loss $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation for both benefit obligation and plan assets of defined benefit plans, as well as funded status and amounts recognized in balance sheet | Defined Benefit 2018 2017 Change in benefit obligations: Benefit obligation at end of prior year $ $ Service cost Interest cost Distributions ) ) Change due to change in assumptions — — Actuarial loss (gain) ) ​ ​ ​ ​ ​ ​ ​ ​ Benefit obligation at end of year $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in plan assets: Fair value of plan assets at beginning of year $ $ Employer contributions — Actual return on plan assets Distributions (including expenses paid by the plan) ) ) ​ ​ ​ ​ ​ ​ ​ ​ Fair value of plan assets at end of year $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Funded status $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts recognized in consolidated balance sheets consisted of: Prepaid pension cost $ — $ — Accrued pension liability ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net amount recognized $ ) $ ) Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ ) $ ) Prior service cost — — ​ ​ ​ ​ ​ ​ ​ ​ Amount recognized $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of significant actuarial assumptions used for all defined benefit plans to determine benefit obligation | Defined Benefit 2018 2017 2016 Discount rate % % % Rate of increase in future compensation levels N/A N/A N/A Expected long-term rate of return on plan assets % % % |
Schedule of weighted average assumptions used to determine net benefit cost | Defined Benefit 2018 2017 2016 Discount rate % % % Rate of increase in future compensation levels N/A N/A N/A Expected long-term rate of return on plan assets % % % |
Schedule of pension plan asset allocations by asset category | March 3, March 4, Equity securities % % Fixed income securities % % ​ ​ ​ ​ ​ ​ ​ ​ Total % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of target allocation of plan assets | Category Target Allocation U.S. equities % International equities % U.S. fixed income % ​ ​ ​ ​ ​ Total % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of the plan's investments measured at fair value on a recurring basis | Fair Value Measurements at March 3, 2018 Quoted Prices in Significant Significant Total Equity Securities International equity $ — $ — $ — $ Large Cap — — — Small-Mid Cap — — — Fixed Income Long Term Credit Bond Index — — — Long Term US Government Bonds — — — 20+ Year Treasury STRIPS — — — Intermediate Fixed Income — — — Other types of investments Short Term Investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at March 4, 2017 Quoted Prices in Significant Significant Total Equity Securities International equity $ — $ — $ — $ Large Cap — — — Small-Mid Cap — — — Fixed Income Long Term Credit Bond Index — — — 20+ Year Treasury STRIPS — — — Intermediate Fixed Income — — — Other types of investments Short Term Investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ — $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of future benefit payments expected to be paid | Fiscal Year Defined Benefit 2019 $ 2020 2021 2022 2023 2024 - 2028 ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Multiemployer Plans that Prov52
Multiemployer Plans that Provide Pension Benefits (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Multiemployer Plans that Provide Pension Benefits | |
Schedule of multiemployer defined benefit pension plans | Pension Protection Expiration FIP/ RP Contributions of the Company EIN/Pension Surcharge Minimum Pension 2018 2017 2018 2017 2016 1199 SEIU Health Care Employees Pension Fund 13-3604862-001 Green— Green— No $ $ $ No 4/18/2015 Contribution rate of 10.76% of gross wages earned per associate beginning 01/01/2016. Contribution rate of 10.22% of gross wages earned per associate from 01/01/2015 through 12/31/2015. Southern California United Food and Commercial Workers Unions and Drug Employers Pension Fund 51-6029925-001 Red— Red— Implemented No 7/14/2018 Subsequent to 01/01/2018 contributions of $1.586 per hour worked. From 01/01/2017 to 12/31/2017 contributions of $1.50 per hour worked. From 01/01/2016 to 12/31/2016 contributions of $1.41 per hour worked. From 01/01/2015 through 12/31/2015 contributions of $1.328 per hour worked for pharmacists and $0.602 per hour worked for non pharmacists. UFCW Pharmacists, Clerks and Drug Employers Pension Trust 94-2518312-001 Green— Green— No No 7/13/2019 Effective 09/01/2014, contribution rate frozen at $0.55 per hour worked for associates. United Food and Commercial Workers Union-Employer Pension Fund 34-6665155-001 Red— Red— Implemented No 12/31/2017 Effective 02/05/2017 contribution rate of $1.89 per hour worked. Effective 02/07/2016 through 02/04/2017 contribution rate of $1.76 per hour worked. Effective 02/02/2015 through 02/06/2016 contribution rate of $1.62 per hour worked. United Food and Commercial Workers Union Local 880—Mercantile Employers Joint Pension Fund 51-6031766-001 Yellow— Yellow— Implemented No 12/31/2017 Effective 01/01/2017 contribution rate $1.88 per hour worked. Effective 01/01/2016 through 12/31/2016 contribution rate of $1.79 per hour worked. Effective 10/01/2015 through 12/31/2015 contribution rate of $1.70 per hour worked. Effective 01/01/2015 through 09/30/2015 contribution rate of $1.61 per hour worked. Other Funds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of year contributions to plan that exceeded more than 5 percent of the total contributions | Pension Fund Year Contributions to Plan UFCW Pharmacists, Clerks and Drug Employers Pension Trust 12/31/2016 and 12/31/2015 Southern California United Food and Commercial Workers Unions and Drug Employers Pension Fund 12/31/2016 and 12/31/2015 United Food & Commercial Workers Union- Employer Pension Fund 9/30/2016 and 9/30/2015 United Food & Commercial Workers Union Local 880—Mercantile Employers Joint Pension Fund 9/30/2016 and 9/30/2015 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Segment Reporting | |
Schedule of reconciliation of the Company's business segments to the condensed consolidated financial statements | Retail Pharmacy Intersegment Consolidated March 3, 2018: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA(2) — March 4, 2017: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA(2) — February 27, 2016: Revenues $ $ $ ) $ Gross Profit — Adjusted EBITDA(2) — (1) Intersegment eliminations include intersegment revenues and corresponding cost of revenues that occur when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products. When this occurs, both the Retail Pharmacy and Pharmacy Services segments record the revenue on a stand-alone basis. (2) See "Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share and Other Non-GAAP Measures" in MD&A for additional details. |
Schedule of reconciliation of net income to Adjusted EBITDA | March 3, March 4, February 27, Net (loss) income from continuing operations $ ) $ $ Interest expense Income tax expense Depreciation and amortization expense LIFO (credit) charge ) ) Lease termination and impairment charges Goodwill impairment — — Loss on debt retirements, net — — Walgreens Boots Alliance merger termination fee ) Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA from continuing operations $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of balance sheet information for the Company's reportable segments | Retail Pharmacy Eliminations(2) Consolidated March 3, 2018: Total Assets $ $ $ ) $ Goodwill — Additions to property and equipment and intangible assets — March 4, 2017: Total Assets $ $ $ ) $ Goodwill — Additions to property and equipment and intangible assets — (2) As of March 3, 2018 and March 4, 2017, intersegment eliminations include netting of the Pharmacy Services segment long-term deferred tax liability of $38,713 and $140,865, respectively, against the Retail Pharmacy segment long-term deferred tax asset for consolidation purposes in accordance with ASC 740, and intersegment accounts receivable of $16,256 and $16,742, respectively, that represents amounts owed from the Pharmacy Services segment to the Retail Pharmacy segment that are created when Pharmacy Services segment customers use Retail Pharmacy segment stores to purchase covered products. |
Supplementary Cash Flow Data (T
Supplementary Cash Flow Data (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Supplementary Cash Flow Data | |
Schedule of supplementary cash flow data | Year Ended March 3, March 4, February 27, Cash paid for interest(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash payments for income taxes, net(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equipment financed under capital leases $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equipment received for noncash consideration $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reduction in lease financing obligation $ — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued capital expenditures $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross borrowings from revolver(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross repayments to revolver(a) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a)—Amounts are presented on a total company basis. |
Guarantor and Non-Guarantor C55
Guarantor and Non-Guarantor Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Guarantor and Non-Guarantor Condensed Consolidating Financial Information | |
Schedule of condensed consolidating balance sheet | Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Intercompany receivable — )(a) — Inventories, net of LIFO reserve of $0, $581,090, $0, $0, and $581,090 — — — Prepaid expenses and other current assets — — Current assets held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ) Property, plant and equipment, net — — — Goodwill — — — Other intangibles, net — — Deferred tax assets — — — Investment in subsidiaries — )(b) — Intercompany receivable — — )(a) — Other assets — — Noncurrent assets held for sale — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and lease financing obligations $ $ $ — $ — $ Accounts payable — — Intercompany payable — — )(a) — Accrued salaries, wages and other current liabilities — Current liabilities held for sales — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) Long-term debt, less current maturities — — — Lease financing obligations, less current maturities — — — Intercompany payable — — )(a) — Other noncurrent liabilities — — Noncurrent liabilities held for sale — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) Commitments and contingencies — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stockholders' equity )(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany accounts receivable and accounts payable amounts. (b) Elimination of investments in consolidated subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) ASSETS Current assets: Cash and cash equivalents $ — $ $ $ — $ Accounts receivable, net — — Intercompany receivable — )(a) — Inventories, net of LIFO reserve of $0, $607,326, $0, $0, and $607,326 — — — Prepaid expenses and other current assets — — Current assets held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current assets — ) Property, plant and equipment, net — — — Goodwill — — — Other intangibles, net — — Deferred tax assets — — — Investment in subsidiaries — )(b) — Intercompany receivable — — )(a) — Other assets — — — Noncurrent assets held for sale — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt and lease financing obligations $ $ $ — $ — $ Accounts payable — — Intercompany payable — — )(a) — Accrued salaries, wages and other current liabilities — Current liabilities held for sales — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ) Long-term debt, less current maturities — — — Lease financing obligations, less current maturities — — — Intercompany payable — — )(a) — Other noncurrent liabilities — — Noncurrent liabilities held for sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities ) Commitments and contingencies — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stockholders' equity )(b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany accounts receivable and accounts payable amounts. (b) Elimination of investments in consolidated subsidiaries. |
Schedule of condensed consolidating statement of operations | Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense ) — Goodwill impairment — — — Walgreens Boots Alliance, Inc. termination fee ) — — — ) Gain on sale of assets, net — ) — — ) Equity in earnings of subsidiaries, net of tax ) ) — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from continuing operations before income taxes ) ) ) ) Income tax expense (benefit) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ) ) ) Net income (loss) from discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ $ )(b) $ Total other comprehensive income (loss) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — (a) Lease termination and impairment expenses — — — Interest expense ) — Gain on sale of assets, net — ) — — ) Equity in earnings of subsidiaries, net of tax ) — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ) ) Income tax expense — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ) )(b) Net income (loss) from discontinued operations ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ ) $ ) $ Total other comprehensive income (loss) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) $ $ $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Revenues $ — $ $ $ )(a) $ Costs and expenses: Cost of revenues — )(a) Selling, general and administrative expenses — )(a) Lease termination and impairment expenses — — — Interest expense — Loss on debt retirement, net — — — Loss on sale of assets, net — ) — — ) Equity in earnings of subsidiaries, net of tax ) — (b) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ) ) Income tax expense (benefit) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) from continuing operations ) )(b) Net income (loss) from discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ ) $ ) $ Total other comprehensive (loss) income ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss) $ $ $ ) $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Elimination of intercompany revenues and expenses. (b) Elimination of equity in earnings of subsidiaries. |
Schedule of condensed consolidating statement of cash flows | Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Operating activities: Net cash provided by operating activities $ $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Intercompany activity — ) — — Proceeds from dispositions of assets and investments — — — Proceeds from insured loss — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash (used in) provided by investing activities — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net payments to revolver ) — — — ) Principal payments on long-term debt — ) — — ) Change in zero balance cash accounts — — — Net proceeds from issuance of common stock — — — Payments for taxes related to net share settlement of equity awards — ) — — ) Intercompany activity — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities — ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows of discontinued operations: Operating activities of discontinued operations ) ) — — ) Investing activities of discontinued operations — — — Financing activities of discontinued operations ) ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents, beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of period $ — $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Operating activities: Net cash (used in) provided by operating activities $ ) $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Intercompany activity — ) — — Proceeds from dispositions of assets and investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash (used in) provided by investing activities — ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Net proceeds from revolver — — — Principal payments on long-term debt — ) — — ) Change in zero balance cash accounts — — — Net proceeds from issuance of common stock — — — Excess tax benefit on stock options and restricted stock — — — Payments for taxes related to net share settlement of equity awards — ) — — ) Intercompany activity — — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows of discontinued operations: Operating activities of discontinued operations ) — — Investing activities of discontinued operations — ) — — ) Financing activities of discontinued operations — ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) discontinued operations ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents, beginning of period — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of period $ — $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rite Aid Corporation Rite Aid Subsidiary Non- Eliminations Consolidated (in thousands) Operating activities: Net cash (used in) provided by operating activities $ ) $ $ ) $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities: Payments for property, plant and equipment — ) — — ) Intangible assets acquired — ) — — ) Acquisition of businesses, net of cash acquired ) — — — ) Intercompany activity ) ) — — Proceeds from sale-leaseback transaction — — — Proceeds from dispositions of assets and investments — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash (used in) provided by investing activities ) ) — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities: Proceeds from issuance of long-term debt — — — Net proceeds from revolver — — — Principal payments on long-term debt ) ) — — ) Change in zero balance cash accounts — ) — — ) Net proceeds from issuance of common stock — — — Financing fees paid for early debt redemption ) — — — ) Excess tax benefit on stock options and restricted stock — — — Payments for taxes related to net share settlement of equity awards — ) — — ) Deferred financing costs paid ) — — — ) Intercompany activity ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows of discontinued operations: Operating activities of discontinued operations ) — — Investing activities of discontinued operations — ) — — ) Financing activities of discontinued operations — ) — — ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) discontinued operations ) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents — ) — Cash and cash equivalents, beginning of period — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of period $ — $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Interim Financial Results (Un56
Interim Financial Results (Unaudited) (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Interim Financial Results (Unaudited) | |
Schedule of interim financial results (unaudited) | Fiscal Year 2018 First Second Third Fourth Year Revenues $ $ $ $ $ Cost of revenues Selling, general and administrative expenses Lease termination and impairment charges Goodwill impairment — — — Interest expense Walgreens Boots Alliance merger termination fee — ) — — ) Loss (gain) on sale of assets, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations before income taxes ) ) ) ) Income tax (benefit) expense ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income from continuing operations ) ) ) ) Net (loss) income from discontinued operations, net of tax ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income $ ) $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic (loss) income per share(b): Continuing operations $ ) $ $ ) $ ) $ ) Discontinued operations $ ) $ ) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic (loss) income per share $ ) $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted (loss) income per share(b): Continuing operations $ ) $ $ ) $ ) $ ) Discontinued operations $ ) $ ) $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net diluted (loss) income per share $ ) $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year 2017 First Second Third Fourth Year Revenues $ $ $ $ $ Cost of revenues Selling, general and administrative expenses Lease termination and impairment charges Interest expense Loss (gain) on sale of assets, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations before income taxes ) Income tax (benefit) expense ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income from continuing operations ) ) Net (loss) income from discontinued operations, net of tax ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted (loss) income per share(b): Continuing operations $ ) $ $ $ ) $ Discontinued operations $ ) $ $ ) $ $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net basic and diluted income per share $ ) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The Company's fiscal 2018 first and second quarterly results were recasted to reflect the application of ASC 205-20 as it relates to the Asset Sale to WBA (see Note 4. Asset Sale to WBA). (b) Income per share amounts for each quarter may not necessarily total to the yearly income per share due to the weighting of shares outstanding on a quarterly and year-to-date basis. (c) The interim financial results for the fourth quarter of fiscal 2017 includes 14 weeks. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Mar. 03, 2018 | |
Financial Instruments | |
Schedule of carrying amounts and fair values of financial instruments | 2018 2017 Carrying Fair Carrying Fair Variable rate indebtedness $ — $ — $ $ Fixed rate indebtedness $ $ $ $ |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Description of Business (Details) $ in Thousands | Mar. 03, 2018USD ($)storeitem | Sep. 18, 2017USD ($)storeitem | Jun. 24, 2015segment | Jun. 23, 2015segment | Mar. 03, 2018USD ($)storeitem | Dec. 02, 2017USD ($) | Sep. 02, 2017USD ($) | Jun. 03, 2017USD ($) | Mar. 04, 2017USD ($) | Nov. 26, 2016USD ($) | Aug. 27, 2016USD ($) | May 28, 2016USD ($) | Mar. 03, 2018USD ($)segmentstoreitem | Mar. 04, 2017USD ($) | Feb. 27, 2016USD ($) | Mar. 27, 2018USD ($) |
Description of Business | ||||||||||||||||
Ownership interest (as a percent) | 100.00% | 100.00% | 100.00% | |||||||||||||
Number of reportable segments | segment | 2 | 1 | 2 | |||||||||||||
Numbers of stores | store | 2,550 | 2,550 | 2,550 | |||||||||||||
Revenues | $ 5,394,264 | $ 5,353,170 | $ 5,345,011 | $ 5,436,523 | $ 5,903,385 | $ 5,669,111 | $ 5,629,559 | $ 5,725,485 | $ 21,528,968 | $ 22,927,540 | $ 20,770,237 | |||||
WBA and Walgreen Co. | ||||||||||||||||
Description of Business | ||||||||||||||||
Proceeds from assets sold | $ 3,135,000 | |||||||||||||||
WBA and Walgreen Co. | Rite Aid | ||||||||||||||||
Description of Business | ||||||||||||||||
Numbers of stores | store | 1,651 | 1,651 | 1,651 | |||||||||||||
Proceeds from assets sold | $ 3,553,486 | $ 4,156,686 | ||||||||||||||
WBA and Walgreen Co. | Rite Aid Corporation (Parent Company Only) | ||||||||||||||||
Description of Business | ||||||||||||||||
Proceeds from assets sold | 3,553,500 | |||||||||||||||
Intersegment elimination | ||||||||||||||||
Description of Business | ||||||||||||||||
Revenues | $ (200,326) | (232,964) | (153,664) | |||||||||||||
Asset Sale | WBA and Walgreen Co. | Rite Aid | ||||||||||||||||
Description of Business | ||||||||||||||||
Purchase price | $ 4,375,000 | $ 4,375,000 | ||||||||||||||
Number of stores Rite Aid agreed to sell | store | 1,932 | 1,932 | 1,932 | 1,932 | ||||||||||||
Number of distribution centers agreed to sell | item | 3 | 3 | 3 | 3 | ||||||||||||
Retail Pharmacy | ||||||||||||||||
Description of Business | ||||||||||||||||
Pharmacy sales | $ 10,328,376 | 11,072,480 | 11,258,112 | |||||||||||||
Front end sales | 5,348,613 | 5,538,352 | 5,419,889 | |||||||||||||
Other revenue | 155,636 | 155,788 | 142,387 | |||||||||||||
Revenues | 15,832,625 | 16,766,620 | 16,820,388 | |||||||||||||
Pharmacy Services | ||||||||||||||||
Description of Business | ||||||||||||||||
Revenues | $ 5,896,669 | $ 6,393,884 | $ 4,103,513 |
Summary of Significant Accoun59
Summary of Significant Accounting Policies - Sales by Product (Details) | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Fiscal Year | |||
Length of reporting period | 364 days | 371 days | 364 days |
Prescription drugs | Pharmacy sales | Retail Pharmacy | |||
Product Class | |||
Percentage of sales | 65.90% | 66.00% | 66.90% |
Over-the-counter medications and personal care | Pharmacy sales | Retail Pharmacy | |||
Product Class | |||
Percentage of sales | 10.90% | ||
Health and beauty aids | Pharmacy sales | Retail Pharmacy | |||
Product Class | |||
Percentage of sales | 4.40% | ||
General merchandise and other | Pharmacy sales | Retail Pharmacy | |||
Product Class | |||
Percentage of sales | 18.80% |
Summary of Significant Accoun60
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) $ in Thousands | Jun. 24, 2015 | Mar. 03, 2018USD ($) | Dec. 31, 2017$ / Point | Mar. 03, 2018USD ($)Point | Mar. 04, 2017USD ($) | Feb. 27, 2016USD ($) |
Intangible Assets | ||||||
Estimated Useful Life | 10 years | |||||
Estimated useful life of purchased prescription files acquired in other than business combinations | 5 years | |||||
Deferred Financing Costs | ||||||
Amortization expenses of deferred financing costs | $ 8,403 | $ 4,696 | $ 4,691 | |||
Advertising | ||||||
Advertising expenses, net of vendor advertising allowances | $ 161,826 | $ 181,438 | $ 191,534 | |||
Income Taxes | ||||||
Federal statutory rate (as a percent) | 21.00% | 35.00% | 32.60% | 35.00% | 35.00% | |
American Express Travel Related Services Company, Inc. | ||||||
Revenue Recognition | ||||||
Deferred revenue | $ 23,907 | $ 23,907 | $ 35,642 | |||
Value of each point earned by customer based on qualifying purchases at participating retailers under the program Plenti | $ / Point | 0.01 | |||||
Trade names | ||||||
Intangible Assets | ||||||
Finite-lived intangible assets amortization period | 10 years | |||||
Customer relationships | ||||||
Intangible Assets | ||||||
Finite-lived intangible assets amortization period | 15 years | 16 years | ||||
Customer relationships | EnvisionRx | ||||||
Intangible Assets | ||||||
Estimated Useful Life | 17 years | |||||
CMS license | ||||||
Intangible Assets | ||||||
Finite-lived intangible assets amortization period | 23 years | 24 years | ||||
CMS license | EnvisionRx | ||||||
Intangible Assets | ||||||
Estimated Useful Life | 25 years | |||||
Minimum | ||||||
Insurance | ||||||
Workers compensation occurrences | 1,000 | $ 1,000 | ||||
General liability occurrences | 3,000 | $ 3,000 | ||||
Minimum | American Express Travel Related Services Company, Inc. | ||||||
Revenue Recognition | ||||||
Period for expiration of earned points by customer based on qualifying purchases at participating retailers if not redeemed under the program Plenti (in years) | 2 years | |||||
Minimum | Customer relationships | EnvisionRx | ||||||
Intangible Assets | ||||||
Finite-lived intangible assets amortization period | 10 years | |||||
Maximum | Customer relationships | EnvisionRx | ||||||
Intangible Assets | ||||||
Finite-lived intangible assets amortization period | 20 years | |||||
Buildings | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 30 years | |||||
Buildings | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 45 years | |||||
Equipment | Minimum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 3 years | |||||
Equipment | Maximum | ||||||
Property, Plant and Equipment | ||||||
Useful life | 15 years | |||||
Internal-use software | ||||||
Property, Plant and Equipment | ||||||
Capitalized costs | $ 13,940 | $ 6,189 | $ 7,680 | |||
Retail Pharmacy | ||||||
Revenue Recognition | ||||||
Number of points awarded for each dollar spent towards front end merchandise | Point | 1 | |||||
Number of points awarded for each qualifying prescription | Point | 25 | |||||
Accumulated number of points in a calendar year to achieve the "Gold" tier | Point | 1,000 | |||||
Percentage discount on qualifying purchases of front end merchandise on achieving "Gold" tier | 20.00% | |||||
Deferred revenue | 63,851 | $ 63,851 | 60,255 | |||
Deferred revenue included in other current liabilities | 50,036 | 50,036 | 46,864 | |||
Deferred revenue included in noncurrent liabilities | $ 13,815 | $ 13,815 | $ 13,391 | |||
Pharmacy Services | ||||||
Vendor Rebates and Allowances and Purchase Discounts | ||||||
Period for rebates are dispensed to manufacturers | 30 days |
Summary of Significant Accoun61
Summary of Significant Accounting Policies - Significant Concentrations (Details) $ in Thousands | Feb. 17, 2014 | Mar. 03, 2018USD ($)derivative | Mar. 04, 2017USD ($)derivative | Feb. 27, 2016USD ($) |
Derivatives | ||||
Number of interest rate swap arrangements or other derivatives held | derivative | 0 | 0 | ||
Retail Pharmacy | Pharmacy sales | Customers | Top five third party payors | ||||
Significant Concentrations | ||||
Percentage of concentration risk | 78.60% | |||
Retail Pharmacy | Pharmacy sales | Customers | Largest third party payor | Express Scripts | ||||
Significant Concentrations | ||||
Percentage of concentration risk | 26.00% | 27.10% | ||
Retail Pharmacy | Pharmacy sales | Customers | Largest third party payor | Caremark | ||||
Significant Concentrations | ||||
Percentage of concentration risk | 27.20% | |||
Retail Pharmacy | Pharmacy sales | Customers | Medicaid agencies and related managed care Medicaid payors | ||||
Significant Concentrations | ||||
Percentage of concentration risk | 20.40% | |||
Retail Pharmacy | Pharmacy sales | Customers | Largest Medicaid agency | ||||
Significant Concentrations | ||||
Percentage of concentration risk | 1.90% | |||
Retail Pharmacy | Pharmacy sales | Customers | Medicare Part D | ||||
Significant Concentrations | ||||
Percentage of concentration risk | 34.10% | |||
Retail Pharmacy | Purchases | Suppliers | McKesson Corp. | ||||
Significant Concentrations | ||||
Percentage of concentration risk | 97.80% | |||
Period for Purchasing and Delivery Arrangement | 5 years | |||
Pharmacy Services | Medicare Part D | ||||
Significant Concentrations | ||||
Net revenues | $ | $ 203,361 | $ 223,077 | $ 162,620 | |
Percentage of revenues | 1.00% | 1.00% | 0.80% | |
Pharmacy Services | Medicare Part D | Swiss Re | ||||
Significant Concentrations | ||||
Percentage of revenues | 50.00% | |||
Percentage of cost of revenue | 50.00% |
Summary of Significant Accoun62
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | Mar. 04, 2018 | |
New accounting pronouncements | ||||||||||||
Deferred tax asset | $ 594,019 | $ 1,505,564 | $ 594,019 | $ 1,505,564 | ||||||||
Accumulated deficit | (4,282,471) | (5,237,157) | (4,282,471) | (5,237,157) | ||||||||
Comprehensive income | 950,725 | 9,517 | $ 163,534 | |||||||||
Income tax expense (benefit) | 216,719 | $ (16,061) | $ 117,450 | $ (12,121) | $ 48,262 | $ (4,682) | $ 3,879 | $ (3,021) | 305,987 | 44,438 | 49,512 | |
Accounting Standards Update 2016-09 | ||||||||||||
New accounting pronouncements | ||||||||||||
Deferred tax asset | 11,729 | 11,729 | ||||||||||
Accumulated deficit | (11,729) | (11,729) | $ 8,000 | |||||||||
Income tax expense (benefit) | 10,590 | |||||||||||
Increase in cash provided by operating activities and financing activities | $ 6,254 | $ 17,506 | ||||||||||
Revenues reported under this contract | 123,500 | |||||||||||
Accounting Standards Update 2018-02 | ||||||||||||
New accounting pronouncements | ||||||||||||
Accumulated deficit | $ (513) | (513) | ||||||||||
Comprehensive income | $ 513 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2015 | Jun. 24, 2015 | Feb. 28, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | Apr. 02, 2015 |
Final purchase price allocation | |||||||||||||||
Goodwill | $ 1,421,120 | $ 1,682,847 | $ 1,421,120 | $ 1,682,847 | $ 1,680,843 | ||||||||||
Estimated Useful Life | 10 years | ||||||||||||||
Acquisition costs | $ 0 | 6 | 27,402 | ||||||||||||
Unaudited pro forma combined financial data | |||||||||||||||
Bridge loan commitment fees incurred with the Acquisition by both the Company and EnvisionRx | 15,375 | ||||||||||||||
Net revenues | 5,394,264 | $ 5,353,170 | $ 5,345,011 | $ 5,436,523 | 5,903,385 | $ 5,669,111 | $ 5,629,559 | $ 5,725,485 | 21,528,968 | 22,927,540 | 20,770,237 | ||||
Less pre-acquisition intercompany revenue | (103,363) | ||||||||||||||
Pro forma combined revenues | 21,528,968 | 22,927,540 | 22,402,509 | ||||||||||||
Net income | 767,072 | 81,031 | 170,716 | (75,349) | (21,142) | 15,010 | 14,773 | (4,588) | 943,470 | 4,053 | 165,465 | ||||
Net loss before income taxes | (266,954) | (34,243) | 305,810 | (48,158) | 23,208 | 18,928 | 9,915 | (3,533) | (43,545) | 48,518 | 151,600 | ||||
Incremental interest expense on the 6.125% Notes issued on April 2, 2015 | (11,097) | ||||||||||||||
Incremental amortization resulting from fair value adjustments of the identifiable intangible assets | (14,297) | ||||||||||||||
Transaction costs incurred by both the Company and EnvisionRx | 56,194 | ||||||||||||||
Interest expense incurred by EnvisionRx | 50,603 | 50,308 | 50,857 | 51,000 | 53,391 | 50,303 | 49,703 | 46,668 | 202,768 | 200,065 | 186,132 | ||||
Debt extinguishment charges incurred by EnvisionRx | $ (8,180) | (8,180) | (33,205) | ||||||||||||
Income tax expense relating to pro forma adjustments | (15,866) | ||||||||||||||
Pro forma net income | 943,470 | 4,053 | 188,677 | ||||||||||||
Net income (loss) from discontinued operations | 1,250,745 | $ 99,213 | $ (17,644) | $ (39,312) | 3,912 | $ (8,600) | $ 8,737 | $ (4,076) | 1,293,002 | (27) | 63,377 | ||||
Pro forma net (loss) income from continuing operations | $ (349,532) | $ 4,080 | $ 125,300 | ||||||||||||
Basic (loss) income per share: | |||||||||||||||
Continuing operations | $ (0.33) | $ 0 | $ 0.12 | ||||||||||||
Discontinued operations | 1.23 | 0 | 0.06 | ||||||||||||
Net basic income per share | 0.90 | 0 | 0.18 | ||||||||||||
Diluted (loss) income per share: | |||||||||||||||
Continuing operations | (0.33) | 0 | 0.12 | ||||||||||||
Discontinued operations | 1.23 | 0 | 0.06 | ||||||||||||
Net diluted income per share | $ 0.90 | $ 0 | $ 0.18 | ||||||||||||
Pharmacy Services | |||||||||||||||
Final purchase price allocation | |||||||||||||||
Goodwill | $ 1,639,355 | 1,377,628 | 1,639,355 | $ 1,377,628 | $ 1,639,355 | $ 1,637,351 | |||||||||
Amount of goodwill deductible for tax purpose | $ 1,368,657 | ||||||||||||||
Unaudited pro forma combined financial data | |||||||||||||||
Net revenues | 5,896,669 | 6,393,884 | 4,103,513 | ||||||||||||
6.125% senior notes due 2023 | |||||||||||||||
Acquisition | |||||||||||||||
Principal amount of debt | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | |||||||||||
Debt instrument, stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | |||||||||||
EnvisionRx | |||||||||||||||
Acquisition | |||||||||||||||
Ownership interest (as a percent) | 100.00% | ||||||||||||||
Stock consideration (in shares) | 27,754 | ||||||||||||||
Share price | $ 8.68 | ||||||||||||||
Final purchase price | |||||||||||||||
Cash consideration | $ 116,057 | $ 1,882,211 | |||||||||||||
Stock consideration | 240,907 | ||||||||||||||
Total | 2,123,118 | ||||||||||||||
Final purchase price allocation | |||||||||||||||
Cash and cash equivalents | 103,834 | ||||||||||||||
Accounts receivable | 892,678 | ||||||||||||||
Inventories | 7,276 | ||||||||||||||
Prepaid expenses and other current assets | 13,386 | ||||||||||||||
Total current assets | 1,017,174 | ||||||||||||||
Property and equipment | 13,196 | ||||||||||||||
Intangible assets(1) | 646,600 | ||||||||||||||
Goodwill | 1,639,355 | ||||||||||||||
Other assets | 7,219 | ||||||||||||||
Total assets acquired | 3,323,544 | ||||||||||||||
Accounts payable | 491,672 | ||||||||||||||
Reinsurance funds held | 381,225 | ||||||||||||||
Other current liabilities(2) | 215,770 | ||||||||||||||
Total current liabilities | 1,088,667 | ||||||||||||||
Other long term liabilities(3) | 111,759 | ||||||||||||||
Total liabilities assumed | 1,200,426 | ||||||||||||||
Net assets acquired | 2,123,118 | ||||||||||||||
Estimated Fair Value of Finite lived intangible assets | 646,600 | ||||||||||||||
EnvisionRx | Trademarks | |||||||||||||||
Final purchase price allocation | |||||||||||||||
Estimated Fair Value of Finite lived intangible assets | 33,500 | ||||||||||||||
EnvisionRx | Customer relationships | |||||||||||||||
Final purchase price allocation | |||||||||||||||
Estimated Fair Value of Finite lived intangible assets | $ 465,000 | ||||||||||||||
Estimated Useful Life | 17 years | ||||||||||||||
EnvisionRx | CMS license | |||||||||||||||
Final purchase price allocation | |||||||||||||||
Estimated Fair Value of Finite lived intangible assets | $ 57,500 | ||||||||||||||
Estimated Useful Life | 25 years | ||||||||||||||
EnvisionRx | Claims adjudication and other developed software | |||||||||||||||
Final purchase price allocation | |||||||||||||||
Estimated Fair Value of Finite lived intangible assets | $ 59,000 | ||||||||||||||
Estimated Useful Life | 7 years | ||||||||||||||
EnvisionRx | Trademarks | |||||||||||||||
Final purchase price allocation | |||||||||||||||
Estimated Fair Value of Finite lived intangible assets | $ 20,100 | ||||||||||||||
Estimated Useful Life | 10 years | ||||||||||||||
EnvisionRx | Backlog | |||||||||||||||
Final purchase price allocation | |||||||||||||||
Estimated Fair Value of Finite lived intangible assets | $ 11,500 | ||||||||||||||
Estimated Useful Life | 3 years | ||||||||||||||
EnvisionRx | 6.125% senior notes due 2023 | |||||||||||||||
Acquisition | |||||||||||||||
Principal amount of debt | $ 1,800,000 | ||||||||||||||
Debt instrument, stated interest rate (as a percent) | 6.125% | ||||||||||||||
EnvisionRx | |||||||||||||||
Unaudited pro forma combined financial data | |||||||||||||||
Net revenues | 1,735,635 | ||||||||||||||
Net income | (45,307) | ||||||||||||||
Interest expense incurred by EnvisionRx | 21,984 | ||||||||||||||
Debt extinguishment charges incurred by EnvisionRx | $ 31,601 |
Merger Agreement (Details)
Merger Agreement (Details) $ / shares in Units, $ in Millions | Feb. 18, 2018USD ($)$ / shares | Mar. 03, 2018$ / shares | Jan. 03, 2018$ / shares | Mar. 04, 2017$ / shares |
Merger Agreement | ||||
Common stock, par value (in dollars per share) | $ 1 | $ 1 | $ 1 | |
Ownership interest (as percent) | 5.00% | |||
Merger Agreement | Maximum | ||||
Merger Agreement | ||||
Gross proceeds | $ | $ 45 | |||
Albertsons and the Merger Subs | Merger Agreement | ||||
Merger Agreement | ||||
Base Exchange Ratio | 0.1000 | |||
Common stock, par value (in dollars per share) | $ 0.01 | |||
Cash Election Consideration, price per share | $ 0.1832 | |||
Stock Election Exchange Ratio | 0.0079 | |||
Cerberus | Standstill Agreement | Minimum | ||||
Merger Agreement | ||||
Ownership interest (as percent) | 30.00% |
Asset Sale to WBA (Details)
Asset Sale to WBA (Details) $ in Thousands | Mar. 03, 2018USD ($)storeitem | Sep. 18, 2017USD ($)storeitem | Jun. 30, 2017USD ($) | Jun. 28, 2017 | Mar. 03, 2018USD ($)storeitem | Dec. 02, 2017USD ($) | Sep. 02, 2017USD ($) | Jun. 03, 2017USD ($) | Mar. 04, 2017USD ($) | Nov. 26, 2016USD ($) | Aug. 27, 2016USD ($) | May 28, 2016USD ($) | Mar. 03, 2018USD ($)storeitem | Mar. 04, 2017USD ($) | Feb. 27, 2016USD ($) | Mar. 27, 2018USD ($)store | Sep. 01, 2018item | Nov. 17, 2017store |
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | |||||||||||||||
Merger termination fee | $ 325,000 | $ 325,000 | ||||||||||||||||
Gain on assets sold | $ 5,249 | $ (205) | $ 14,951 | $ 5,877 | $ 6,261 | $ 225 | $ 560 | $ (397) | 25,872 | $ 6,649 | $ 606 | |||||||
Total billings for purchase of inventory | 185,879 | 254,149 | 391,199 | |||||||||||||||
Payments incurred but not yet been paid | 28,869 | 27,232 | 50,391 | |||||||||||||||
TSA fees from initial closing | 0 | $ 6 | $ 27,402 | |||||||||||||||
Asset Sale | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Gain on assets sold | 2,500,000 | |||||||||||||||||
WBA and Victoria Merger Sub | Rite Aid | Terminated Agreement | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Merger termination fee | $ 325,000 | |||||||||||||||||
WBA and Victoria Merger Sub | Rite Aid | Forecast | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Number of distribution centers agreed to sell | item | 3 | |||||||||||||||||
WBA and Walgreen Co. | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Proceeds from assets sold | $ 3,135,000 | |||||||||||||||||
WBA and Walgreen Co. | Rite Aid | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Number of stores sold | store | 1,651 | 1,651 | 1,651 | 1,932 | ||||||||||||||
Proceeds from assets sold | $ 3,553,486 | $ 4,156,686 | ||||||||||||||||
WBA and Walgreen Co. | Rite Aid | Asset Sale | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Number of stores Rite Aid agreed to sell | store | 1,932 | 1,932 | 1,932 | 1,932 | ||||||||||||||
Number of distribution centers agreed to sell | item | 3 | 3 | 3 | 3 | ||||||||||||||
Purchase price | $ 4,375,000 | $ 4,375,000 | ||||||||||||||||
Number of stores and related assets transferred | store | 97 | |||||||||||||||||
Maximum period for transition services (in years) | 3 years | |||||||||||||||||
Option to purchase pharmaceutical drugs (in years) | 10 years | |||||||||||||||||
WBA | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
TSA fees from initial closing | $ 8,422 | |||||||||||||||||
WBA | Selling, general and administrative expenses | ||||||||||||||||||
Termination of the Merger Agreement with WBA and Asset Sale to WBA | ||||||||||||||||||
Total billings for purchase of inventory | 725,190 | |||||||||||||||||
Payments incurred but not yet been paid | $ 354,321 |
Asset Sale to WBA - Carrying am
Asset Sale to WBA - Carrying amount of assets sold (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Current assets held for sale | |||
Current assets held for sale | $ 438,137 | $ 1,047,670 | |
Noncurrent assets held for sale | |||
Noncurrent assets held for sale | 882,268 | ||
Current liabilities held for sale | |||
Current liabilities held for sale | 560,205 | 32,683 | |
Noncurrent liabilities held for sale | |||
Noncurrent liabilities held for sale | 4,057,392 | ||
Goodwill | 1,421,120 | 1,682,847 | $ 1,680,843 |
Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale, Debt | 549,549 | 4,027,400 | |
WBA and Walgreen Co. | |||
Noncurrent liabilities held for sale | |||
Proceeds from assets sold | 3,135,000 | ||
WBA | Assets under Retail Pharmacy to be Sold | Assets held for sale | |||
Current assets held for sale | |||
Inventories | 264,286 | 1,047,670 | |
Property and equipment | 158,433 | ||
Goodwill | 4,629 | ||
Intangible assets | 10,789 | ||
Current assets held for sale | 438,137 | 1,047,670 | |
Noncurrent assets held for sale | |||
Property and equipment | 725,230 | ||
Goodwill | 32,632 | ||
Intangible assets | 120,389 | ||
Other assets | 4,017 | ||
Noncurrent assets held for sale | 882,268 | ||
Current liabilities held for sale | |||
Current maturities of long-term lease financing obligations | 270 | 3,626 | |
Accrued salaries, wages and other current liabilities | 6,146 | 29,057 | |
Long-term debt, less current maturities | 549,549 | ||
Lease financing obligations, less current maturities | 838 | ||
Other noncurrent liabilities | 3,402 | ||
Current liabilities held for sale | 560,205 | 32,683 | |
Noncurrent liabilities held for sale | |||
Long-term debt, less current maturities | 4,027,400 | ||
Lease financing obligations, less current maturities | 6,866 | ||
Other noncurrent liabilities | 23,126 | ||
Noncurrent liabilities held for sale | 4,057,392 | ||
Goodwill | 76,124 | ||
Long-term debt, less current maturities | $ 4,027,400 | ||
Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale, Debt | $ 4,027,400 |
Asset Sale to WBA - Operating r
Asset Sale to WBA - Operating results of discontinued operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Income statement disclosures | ||||||||||||
Revenues | $ 8,686,397 | $ 10,050,049 | $ 10,045,543 | |||||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 6,406,067 | 7,340,691 | 7,211,267 | |||||||||
Selling, general and administrative expenses | 2,134,276 | 2,465,364 | 2,432,175 | |||||||||
Lease termination and impairment charges | 77 | 9,516 | 7,946 | |||||||||
Loss on debt retirements, net | $ (8,180) | (8,180) | (33,205) | |||||||||
Interest expense | 224,300 | 231,926 | 263,442 | |||||||||
Gain on stores sold to Walgreens Boots Alliance | (2,128,832) | |||||||||||
(Gain) loss on sale of assets, net | (377) | 2,625 | 3,909 | |||||||||
Cost and expenses | 6,643,691 | 10,050,122 | 9,918,739 | |||||||||
Income (loss) from discontinued operations before income taxes | 2,042,706 | (73) | 126,804 | |||||||||
Income tax expense | 749,704 | (46) | 63,427 | |||||||||
Net income (loss) from discontinued operations, net of tax | $ 1,250,745 | $ 99,213 | $ (17,644) | $ (39,312) | $ 3,912 | $ (8,600) | $ 8,737 | $ (4,076) | $ 1,293,002 | $ (27) | $ 63,377 |
(Loss) Income Per Share (Detail
(Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
May 30, 2015 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Numerator: | ||||||||
(Loss) income from continuing operations attributable to common stockholders- basic and diluted | $ (349,532) | $ 4,080 | $ 102,088 | |||||
Income (loss) from discontinued operations attributable to common stockholders-basic and diluted | 1,293,002 | (27) | 63,377 | |||||
Income attributable to common stockholders-basic and diluted | $ 943,470 | $ 4,053 | $ 165,465 | |||||
Denominator: | ||||||||
Basic weighted average shares | 1,049,628 | 1,044,427 | 1,024,377 | |||||
Outstanding options and restricted shares, net (in shares) | 16,399 | 17,985 | ||||||
Diluted weighted average shares | 1,049,628 | 1,060,826 | 1,042,362 | |||||
Basic (loss) income per share: | ||||||||
Continuing operations | $ (0.46) | $ (0.02) | $ 0.18 | $ (0.03) | $ (0.33) | $ 0 | $ 0.10 | |
Discontinued operations | 1.19 | 0.10 | (0.02) | (0.04) | 1.23 | 0 | 0.06 | |
Net basic income per share | 0.73 | 0.08 | 0.16 | (0.07) | 0.90 | 0 | 0.16 | |
Diluted income (loss) per share: | ||||||||
Continuing operations | (0.46) | (0.02) | 0.18 | (0.03) | (0.33) | 0 | 0.10 | |
Discontinued operations | 1.19 | 0.10 | (0.02) | (0.04) | 1.23 | 0 | 0.06 | |
Net diluted income per share | $ 0.73 | $ 0.08 | $ 0.16 | $ (0.07) | $ 0.90 | $ 0 | $ 0.16 | |
Stock options | ||||||||
Antidilutive securities excluded from computation of income per share | ||||||||
Shares excluded from the computation of diluted income per share | 7,484 | 3,200 | 3,464 | |||||
8.5% convertible notes due May 2015 | ||||||||
Convertible notes due 2015 | ||||||||
Convertible notes amount | $ 64,089 | |||||||
Debt instrument, stated interest rate (as a percent) | 8.50% | |||||||
Shares issued for EnvisionRx acquisition (in shares) | 24,762 |
Lease Termination and Impairm69
Lease Termination and Impairment Charges (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 03, 2018USD ($)locationstorefacility | Dec. 02, 2017USD ($) | Sep. 02, 2017USD ($) | Jun. 03, 2017USD ($) | Mar. 04, 2017USD ($)locationstorefacility | Nov. 26, 2016USD ($) | Aug. 27, 2016USD ($) | May 28, 2016USD ($) | Mar. 03, 2018USD ($)locationstorefacility | Mar. 04, 2017USD ($)locationstorefacility | Feb. 27, 2016USD ($)locationstorefacility | |
Lease termination and impairment charges | |||||||||||
Lease termination and impairment charges | $ 47,675 | $ 3,939 | $ 3,113 | $ 4,038 | $ 25,575 | $ 7,199 | $ 7,226 | $ 5,778 | $ 58,765 | $ 45,778 | $ 40,477 |
Number of stores | store | 2,550 | 2,550 | |||||||||
Revenues and operating losses of closed stores or stores approved for closure | |||||||||||
Revenues | $ 5,394,264 | 5,353,170 | 5,345,011 | 5,436,523 | 5,903,385 | 5,669,111 | 5,629,559 | 5,725,485 | $ 21,528,968 | 22,927,540 | 20,770,237 |
Income (loss) before income taxes | $ (266,954) | $ (34,243) | $ 305,810 | (48,158) | $ 23,208 | $ 18,928 | $ 9,915 | (3,533) | (43,545) | 48,518 | 151,600 |
Depreciation and amortization | $ 386,057 | 407,366 | 361,134 | ||||||||
Active stores | |||||||||||
Lease termination and impairment charges | |||||||||||
Number of stores | store | 2,550 | 2,550 | |||||||||
Long-Lived Assets | $ 1,171,000 | $ 1,171,000 | |||||||||
Impairment charges | |||||||||||
Lease termination and impairment charges | |||||||||||
Lease termination and impairment charges | $ 37,873 | $ 22,631 | $ 9,273 | ||||||||
Total number of locations | location | 373 | 266 | 373 | 266 | 203 | ||||||
Impairment charges | Active stores | |||||||||||
Lease termination and impairment charges | |||||||||||
Lease termination and impairment charges | $ 34,782 | $ 20,623 | $ 8,242 | ||||||||
Number of stores | store | 306 | 213 | 306 | 213 | 176 | ||||||
Period considered for recording impairment charges on the basis of operating loss | 2 years | ||||||||||
Impairment charges | Closed facilities | |||||||||||
Lease termination and impairment charges | |||||||||||
Lease termination and impairment charges | $ 3,091 | $ 2,008 | $ 1,031 | ||||||||
Number of facilities | facility | 67 | 53 | 67 | 53 | 27 | ||||||
Lease termination charges | $ 3,091 | $ 2,008 | $ 1,031 | ||||||||
Additional current period charges for stores previously impaired in prior periods | Active stores | |||||||||||
Lease termination and impairment charges | |||||||||||
Lease termination and impairment charges | $ 7,313 | $ 5,022 | $ 4,582 | ||||||||
Number of stores | store | 218 | 174 | 218 | 174 | 161 | ||||||
Number of stores fully impaired | store | 215 | 173 | 160 | ||||||||
Charges for new, relocated and remodeled stores that did not meet their asset recoverability test in the current period | Active stores | |||||||||||
Lease termination and impairment charges | |||||||||||
Lease termination and impairment charges | $ 13,100 | $ 13,232 | $ 778 | ||||||||
Number of stores | store | 28 | 22 | 28 | 22 | 1 | ||||||
Number of stores fully impaired | store | 23 | 18 | 1 | ||||||||
Period considered for impairment of relocated stores | 2 years | ||||||||||
Charges for the remaining stores that did not meet their asset recoverability test in the current period | Active stores | |||||||||||
Lease termination and impairment charges | |||||||||||
Lease termination and impairment charges | $ 14,369 | $ 2,369 | $ 2,882 | ||||||||
Number of stores | store | 60 | 17 | 60 | 17 | 14 | ||||||
Number of stores fully impaired | store | 58 | 16 | 13 | ||||||||
Lease termination charges | |||||||||||
Lease termination and impairment charges | |||||||||||
Number of stores | store | 11 | 17 | 11 | 17 | 23 | ||||||
Lease termination charges | $ 20,892 | $ 23,147 | $ 31,204 | ||||||||
Closed store and distribution center charges | |||||||||||
Balance-beginning of period | $ 165,138 | $ 208,421 | 165,138 | 208,421 | 241,047 | ||||||
Provision for present value of noncancellable lease payments of closed stores | 8,871 | 6,503 | 9,709 | ||||||||
Changes in assumptions about future sublease income, terminations and changes in interest rates | 1,082 | 2,633 | 5,655 | ||||||||
Interest accretion | 11,439 | 14,186 | 16,463 | ||||||||
Cash payments, net of sublease income | (53,240) | (66,605) | (64,453) | ||||||||
Balance-end of period | $ 133,290 | $ 165,138 | 133,290 | 165,138 | 208,421 | ||||||
Closed stores or stores approved for closure | |||||||||||
Revenues and operating losses of closed stores or stores approved for closure | |||||||||||
Revenues | 69,336 | 174,668 | 204,869 | ||||||||
Operating expenses | 82,541 | 193,771 | 223,774 | ||||||||
Gain from sale of assets | (18,231) | (1,036) | (5,605) | ||||||||
Other expenses | 830 | 2,182 | 1,725 | ||||||||
Income (loss) before income taxes | 4,196 | (20,249) | (15,025) | ||||||||
Depreciation and amortization | 365 | 1,440 | 1,498 | ||||||||
Inventory liquidation charges | $ (2,828) | $ (187) | $ (295) | ||||||||
Minimum | Charges for new, relocated and remodeled stores that did not meet their asset recoverability test in the current period | Active stores | |||||||||||
Lease termination and impairment charges | |||||||||||
Period considered for recording impairment charges on the basis of operating loss | 2 years | ||||||||||
Period considered for impairment of new stores | 3 years | ||||||||||
Minimum | Charges for the remaining stores that did not meet their asset recoverability test in the current period | Active stores | |||||||||||
Lease termination and impairment charges | |||||||||||
Period considered for recording impairment charges on the basis of operating loss | 2 years |
Lease Termination and Impairm70
Lease Termination and Impairment Charges - Fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Fair value of long-lived assets | |||||||||||
Total Losses | $ (47,675) | $ (3,939) | $ (3,113) | $ (4,038) | $ (25,575) | $ (7,199) | $ (7,226) | $ (5,778) | $ (58,765) | $ (45,778) | $ (40,477) |
Nonrecurring basis | |||||||||||
Fair value of long-lived assets | |||||||||||
Long-lived assets held and used, impairment charges | (36,752) | (22,560) | |||||||||
Long-lived assets held for sale, impairment charges | (1,121) | (71) | |||||||||
Total Losses | (37,873) | (22,631) | |||||||||
Nonrecurring basis | Fair Value | |||||||||||
Fair value of long-lived assets | |||||||||||
Long-lived assets held and used | 17,474 | 9,377 | 17,474 | 9,377 | |||||||
Fair value of Long-lived assets held for sale | 1,029 | 1,260 | 1,029 | 1,260 | |||||||
Fair value of Total | 18,503 | 10,637 | 18,503 | 10,637 | |||||||
Nonrecurring basis | Level 2 | |||||||||||
Fair value of long-lived assets | |||||||||||
Long-lived assets held and used | 2,893 | 511 | 2,893 | 511 | |||||||
Fair value of Long-lived assets held for sale | 1,029 | 1,260 | 1,029 | 1,260 | |||||||
Fair value of Total | 3,922 | 1,771 | 3,922 | 1,771 | |||||||
Nonrecurring basis | Level 3 | |||||||||||
Fair value of long-lived assets | |||||||||||
Long-lived assets held and used | 14,581 | 8,866 | 14,581 | 8,866 | |||||||
Fair value of Total | $ 14,581 | $ 8,866 | $ 14,581 | $ 8,866 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
Non-financial assets measured on a non-recurring basis | ||
Outstanding derivative financial instruments | $ 0 | $ 0 |
Prepaid expenses and other current assets | ||
Non-financial assets measured on a non-recurring basis | ||
Investment at amortized cost | 7,282 | 6,874 |
Nonrecurring basis | Level 1 | ||
Non-financial assets measured on a non-recurring basis | ||
Carrying value of total long-term indebtedness | 3,889,738 | 7,263,378 |
Estimated fair value of total long-term indebtedness | $ 3,927,411 | $ 7,556,599 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
Mar. 03, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Dec. 31, 2017 | Mar. 02, 2019 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Federal statutory rate (as a percent) | 21.00% | 35.00% | 32.60% | 35.00% | 35.00% | |||||||||
Current tax: | ||||||||||||||
Federal | $ (210,000) | $ (52,000) | ||||||||||||
State | 51,279,000 | $ 14,600,000 | 6,590,000 | |||||||||||
Total current tax expense (benefit) | 51,069,000 | 14,600,000 | 6,538,000 | |||||||||||
Deferred tax and other: | ||||||||||||||
Federal | 316,451,000 | 10,355,000 | 83,074,000 | |||||||||||
State | (61,533,000) | 19,483,000 | (40,100,000) | |||||||||||
Total deferred tax expense (benefit) | 254,918,000 | 29,838,000 | 42,974,000 | |||||||||||
Total income tax expense (benefit) | $ 216,719,000 | $ (16,061,000) | $ 117,450,000 | $ (12,121,000) | $ 48,262,000 | $ (4,682,000) | $ 3,879,000 | $ (3,021,000) | 305,987,000 | 44,438,000 | 49,512,000 | |||
Reconciliation of the expected statutory federal tax and the total income tax expense (benefit) | ||||||||||||||
Federal statutory rate | (14,202,000) | 16,982,000 | 53,060,000 | |||||||||||
Federal tax rate change | 324,765,000 | 324,765,000 | ||||||||||||
Nondeductible expenses | 1,213,000 | 2,479,000 | 6,518,000 | |||||||||||
State income taxes, net | (22,836,000) | 8,225,000 | 16,482,000 | |||||||||||
Increase/(decrease) of previously recorded liabilities | 27,295,000 | (955,000) | ||||||||||||
Nondeductible compensation | 654,000 | 1,157,000 | 6,057,000 | |||||||||||
Acquisition costs | 696,000 | 4,023,000 | 6,782,000 | |||||||||||
Stock based compensation | 8,363,000 | |||||||||||||
Valuation allowance | (8,853,000) | 14,718,000 | (38,058,000) | |||||||||||
Other | (11,108,000) | (2,191,000) | (1,329,000) | |||||||||||
Total income tax expense (benefit) | 216,719,000 | $ (16,061,000) | $ 117,450,000 | (12,121,000) | 48,262,000 | $ (4,682,000) | $ 3,879,000 | (3,021,000) | 305,987,000 | 44,438,000 | 49,512,000 | |||
Income tax (benefit) expense | 749,704,000 | (46,000) | 63,427,000 | |||||||||||
Deferred tax assets: | ||||||||||||||
Accounts receivable | $ 39,182,000 | 39,182,000 | 68,320,000 | 39,182,000 | 68,320,000 | |||||||||
Accrued expenses | 113,493,000 | 113,493,000 | 194,884,000 | 113,493,000 | 194,884,000 | |||||||||
Liability for lease exit costs | 40,662,000 | 40,662,000 | 68,411,000 | 40,662,000 | 68,411,000 | |||||||||
Pension, retirement and other benefits | 104,494,000 | 104,494,000 | 168,274,000 | 104,494,000 | 168,274,000 | |||||||||
Long-lived assets | 246,793,000 | 246,793,000 | 509,283,000 | 246,793,000 | 509,283,000 | |||||||||
Other | 1,630,000 | 1,630,000 | ||||||||||||
Credits | 85,555,000 | 85,555,000 | 65,971,000 | 85,555,000 | 65,971,000 | |||||||||
Net operating losses | 1,089,084,000 | 1,089,084,000 | 1,207,650,000 | 1,089,084,000 | 1,207,650,000 | |||||||||
Total gross deferred tax assets | 1,719,263,000 | 1,719,263,000 | 2,284,423,000 | 1,719,263,000 | 2,284,423,000 | |||||||||
Valuation allowance | (896,800,000) | (896,800,000) | (226,726,000) | (896,800,000) | (226,726,000) | |||||||||
Total deferred tax assets | 822,463,000 | 822,463,000 | 2,057,697,000 | 822,463,000 | 2,057,697,000 | |||||||||
Deferred tax liabilities: | ||||||||||||||
Outside basis difference | 5,420,000 | 5,420,000 | 112,509,000 | 5,420,000 | 112,509,000 | |||||||||
Inventory | 223,024,000 | 223,024,000 | 439,624,000 | 223,024,000 | 439,624,000 | |||||||||
Total gross deferred tax liabilities | 228,444,000 | 228,444,000 | 552,133,000 | 228,444,000 | 552,133,000 | |||||||||
Net deferred tax assets | 594,019,000 | 594,019,000 | 1,505,564,000 | 594,019,000 | 1,505,564,000 | |||||||||
Reconciliation of beginning and ending amount of unrecognized tax benefits | ||||||||||||||
Unrecognized tax benefits at beginning of the period | $ 8,939,000 | $ 10,676,000 | $ 8,939,000 | $ 230,210,000 | 8,939,000 | 10,676,000 | 9,514,000 | |||||||
Increases to prior year tax positions | 16,000 | 1,667,000 | ||||||||||||
Decreases to tax positions in prior periods | (1,015,000) | (626,000) | (577,000) | |||||||||||
Increases to current year tax positions | 224,408,000 | 26,000 | 72,000 | |||||||||||
Divestitures | (1,607,000) | |||||||||||||
Lapse of statute of limitations | (515,000) | (1,153,000) | ||||||||||||
Unrecognized tax benefits balance at end of the period | 230,210,000 | 230,210,000 | 8,939,000 | 230,210,000 | 8,939,000 | 10,676,000 | ||||||||
Unrecognized tax benefits which would impact effective tax rate, if recognized | $ 31,377,000 | $ 31,377,000 | $ 892,000 | 31,377,000 | 892,000 | 2,084,000 | ||||||||
Decrease in unrecognized tax benefits related to state exposures | 13,498,000 | |||||||||||||
Discontinued operations | ||||||||||||||
Reconciliation of the expected statutory federal tax and the total income tax expense (benefit) | ||||||||||||||
Valuation allowance | $ (32,870,000) | $ 15,000 | $ 11,700,000 | |||||||||||
Forecast | ||||||||||||||
Federal statutory rate (as a percent) | 21.00% |
Income Taxes - Tax Contingencie
Income Taxes - Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Income Taxes | |||
Interest and penalties related to tax contingencies recognized as income tax expense / (benefit) | $ 7,058 | $ (276) | $ 60 |
Accrued income tax-related interest and penalties | $ 7,322 | $ 263 | |
Period of state income tax returns subject to examination, low end of range | 3 years | ||
Period of state income tax returns subject to examination, high end of range | 5 years |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Losses and Tax Credits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 03, 2018 | Mar. 04, 2017 | |
Net Operating Losses and Tax Credits | ||
Net tax effect of these carryforwards | $ 1,106,710 | |
Alternative minimum tax credit carryforwards | 33,410 | |
Valuation Allowance | ||
Valuation allowance | 896,800 | $ 226,726 |
Federal | ||
Net Operating Losses and Tax Credits | ||
Net operating loss carryforwards | 1,021,264 | |
Federal business tax credit carryforwards | 45,676 | |
Federal | Net Operating Loss Expiration Period 2029 and 2031 | ||
Net Operating Losses and Tax Credits | ||
Net operating losses expiration amount | 813,238 | |
Federal | Net Operating Loss Expiration Period 2032 and 2037 | ||
Net Operating Losses and Tax Credits | ||
Net operating losses expiration amount | 208,026 | |
State | ||
Net Operating Losses and Tax Credits | ||
Net operating loss carryforwards | $ 12,602,741 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
Accounts Receivable | ||
Allowance for uncollectible accounts | $ 25,134 | $ 30,891 |
Medicare Part D (Details)
Medicare Part D (Details) - USD ($) $ in Thousands | Mar. 03, 2018 | Dec. 31, 2017 | Mar. 04, 2017 |
Medicare Part D | |||
Accounts receivable, net | $ 350,563 | $ 245,766 | |
Accrued salaries, wages and other current liabilities | |||
Medicare Part D | |||
Liabilities under reinsurance contracts | $ 183,318 | $ 145,903 | |
EIC | |||
Medicare Part D | |||
Minimum amount of capital and surplus required by regulatory requirements | $ 26,676 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 03, 2018 | Mar. 04, 2017 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Inventory | |||||
Inventories, last-in, first-out (LIFO) cost flow assumption | $ 581,090 | $ 607,326 | $ 581,090 | $ 607,326 | |
LIFO (credit) charge | $ (49,220) | $ 28,987 | (28,827) | (3,721) | $ 7,892 |
Amount of decrease in the cost of revenues due to the effect of LIFO inventory liquidation | $ 2,707 | $ 2,375 | $ 42,880 |
Property, Plant and Equipment78
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 4,115,345 | $ 4,125,453 | |
Accumulated depreciation | (2,684,099) | (2,598,991) | |
Property, plant and equipment, net | 1,431,246 | 1,526,462 | |
Depreciation expense | 238,318 | 241,787 | $ 229,760 |
Carrying amount of assets to be disposed | 972 | 1,057 | |
Land | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 138,768 | 141,453 | |
Buildings | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 528,026 | 528,076 | |
Leasehold improvements | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 1,567,635 | 1,566,666 | |
Equipment | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 1,795,337 | 1,810,405 | |
Software | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | 25,944 | 16,316 | |
Construction in progress | |||
Property, Plant and Equipment | |||
Property, plant and equipment, gross | $ 59,635 | $ 62,537 |
Goodwill and Other Intangible79
Goodwill and Other Intangibles - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 03, 2018 | Mar. 03, 2018 | Mar. 04, 2017 | |
Goodwill | |||
Good will impairment, net of tax | $ 191,000 | ||
Carrying amount of goodwill | |||
Beginning Balance | 1,682,847 | $ 1,680,843 | |
Change in goodwill resulting from changes to the final purchase price allocation | 2,004 | ||
Goodwill impairment | $ (261,727) | (261,727) | 0 |
Ending Balance | 1,421,120 | 1,421,120 | 1,682,847 |
Retail Pharmacy | |||
Carrying amount of goodwill | |||
Beginning Balance | 43,492 | 43,492 | |
Ending Balance | 43,492 | 43,492 | 43,492 |
Pharmacy Services | |||
Carrying amount of goodwill | |||
Beginning Balance | 1,639,355 | 1,637,351 | |
Change in goodwill resulting from changes to the final purchase price allocation | 2,004 | ||
Goodwill impairment | (261,727) | ||
Ending Balance | $ 1,377,628 | $ 1,377,628 | $ 1,639,355 |
Goodwill and Other Intangible80
Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 03, 2018 | Mar. 04, 2017 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | $ 1,892,551 | $ 1,894,061 |
Accumulated Amortization | (1,335,608) | (1,212,155) |
Net | 556,943 | 681,906 |
Gross Carrying Amount, Total | 1,926,051 | 1,927,561 |
Net, Total | 590,443 | 715,406 |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Indefinite Lived | 33,500 | 33,500 |
Favorable leases and other | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | 379,355 | 386,636 |
Accumulated Amortization | (316,798) | (308,766) |
Net | $ 62,557 | $ 77,870 |
Remaining Weighted Average Amortization Period | 7 years | 7 years |
Prescription files | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | $ 900,111 | $ 894,330 |
Accumulated Amortization | (801,706) | (764,840) |
Net | $ 98,405 | $ 129,490 |
Remaining Weighted Average Amortization Period | 3 years | 3 years |
Customer relationships | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | $ 465,000 | $ 465,000 |
Accumulated Amortization | (172,635) | (110,653) |
Net | $ 292,365 | $ 354,347 |
Remaining Weighted Average Amortization Period | 15 years | 16 years |
CMS license | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | $ 57,500 | $ 57,500 |
Accumulated Amortization | (6,172) | (3,872) |
Net | $ 51,328 | $ 53,628 |
Remaining Weighted Average Amortization Period | 23 years | 24 years |
Claims adjudication and other developed software | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | $ 58,985 | $ 58,995 |
Accumulated Amortization | (22,617) | (14,188) |
Net | $ 36,368 | $ 44,807 |
Remaining Weighted Average Amortization Period | 5 years | 6 years |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | $ 20,100 | $ 20,100 |
Accumulated Amortization | (5,394) | (3,383) |
Net | $ 14,706 | $ 16,717 |
Remaining Weighted Average Amortization Period | 8 years | 9 years |
Backlog | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class | ||
Gross Carrying Amount of Finite Lived | $ 11,500 | $ 11,500 |
Accumulated Amortization | (10,286) | (6,453) |
Net | $ 1,214 | $ 5,047 |
Remaining Weighted Average Amortization Period | 1 year | 2 years |
Goodwill and Other Intangible81
Goodwill and Other Intangibles - Summary of reclassified noncurrent assets held for sale (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Goodwill and Other Intangibles | |||
Unfavorable lease intangibles | $ 18,888 | $ 23,703 | |
Amortization expense for intangible assets and liabilities | 147,739 | $ 165,579 | $ 131,374 |
Anticipated annual amortization expense for intangible assets and liabilities | |||
2,019 | 122,024 | ||
2,020 | 98,113 | ||
2,021 | 74,205 | ||
2,022 | 52,416 | ||
2,023 | $ 36,175 |
Accrued Salaries, Wages and O82
Accrued Salaries, Wages and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
Accrued Salaries, Wages and Other Current Liabilities | ||
Accrued wages, benefits and other personnel costs | $ 360,179 | $ 426,097 |
Accrued interest | 65,210 | 66,352 |
Accrued sales and other taxes payable | 125,289 | 141,420 |
Accrued store expense | 155,354 | 173,630 |
Accrued reinsurance | 183,418 | 145,904 |
Other | 342,286 | 387,544 |
Accrued salaries, wages and other current liabilities | $ 1,231,736 | $ 1,340,947 |
Indebtedness and Credit Agree83
Indebtedness and Credit Agreement (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 19, 2018USD ($) | Apr. 12, 2018 | Mar. 29, 2018USD ($) | Feb. 27, 2018USD ($) | Aug. 15, 2015USD ($) | Feb. 28, 2018USD ($) | May 30, 2015USD ($)shares | Aug. 29, 2015USD ($) | Mar. 03, 2018USD ($) | Feb. 27, 2016USD ($) | Jan. 31, 2018USD ($) | Jan. 03, 2018$ / shares | Mar. 04, 2017USD ($) | Apr. 02, 2015USD ($) | Jan. 15, 2015USD ($) |
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | $ 3,889,738 | $ 7,263,378 | |||||||||||||
Lease financing obligations | 52,554 | 65,315 | |||||||||||||
Total Debt | 3,942,292 | 7,328,693 | |||||||||||||
Current maturities of long-term debt and lease financing obligations | (20,761) | (17,709) | |||||||||||||
Long-term debt and lease financing obligations, less current maturities | 3,921,261 | $ 7,307,358 | |||||||||||||
Loss on debt retirements, net | $ 8,180 | $ 8,180 | $ 33,205 | ||||||||||||
Credit facility | |||||||||||||||
Ownership interest (as a percent) | 100.00% | ||||||||||||||
Par value (in dollars per share) | $ / shares | $ 1 | ||||||||||||||
Interest Rates and Maturities | |||||||||||||||
Annual weighted average rate (as a percent) | 7.10% | 5.40% | 5.40% | ||||||||||||
Maturities | |||||||||||||||
2,019 | $ 90 | ||||||||||||||
2,020 | 0 | ||||||||||||||
2,021 | 902,000 | ||||||||||||||
2,022 | 810,000 | ||||||||||||||
2023 and thereafter | 2,223,000 | ||||||||||||||
Senior secured credit facility | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | (12,986) | ||||||||||||||
Long-term debt | $ 3,368,574 | ||||||||||||||
Senior secured revolving credit facility due January 2020 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | (13,076) | ||||||||||||||
Long-term debt | 2,405,082 | ||||||||||||||
Principal amount of debt | 0 | 2,430,000 | |||||||||||||
Unamortized debt issuance costs | 13,076 | 24,918 | |||||||||||||
Credit facility | |||||||||||||||
Maximum borrowing capacity | $ 3,000,000 | $ 3,700,000 | $ 3,000,000 | ||||||||||||
Outstanding borrowings | 0 | ||||||||||||||
Letters of credit outstanding | 58,043 | ||||||||||||||
Additional borrowing capacity | 2,941,957 | ||||||||||||||
Amount of debt allowed to be outstanding | 1,500,000 | ||||||||||||||
Threshold amount of debt | $ 750,000 | ||||||||||||||
Number of days relating to debt threshold | 90 days | ||||||||||||||
Period allowed for extensions on customary terms | 90 days | ||||||||||||||
Availability under revolving credit facility | $ 2,941,957 | ||||||||||||||
Senior secured revolving credit facility due January 2020 | Minimum | |||||||||||||||
Credit facility | |||||||||||||||
Percentage of fee payable on daily unused revolver availability | 0.25% | ||||||||||||||
Additional borrowing capacity | $ 365,000 | ||||||||||||||
Threshold availability on the thirtieth consecutive calendar day | $ 250,000 | ||||||||||||||
Fixed charge coverage ratio | 1 | ||||||||||||||
Senior secured revolving credit facility due January 2020 | Maximum | |||||||||||||||
Credit facility | |||||||||||||||
Percentage of fee payable on daily unused revolver availability | 0.375% | ||||||||||||||
Threshold availability on revolving credit facility to trigger fixed charge coverage requirements | $ 200,000 | ||||||||||||||
Threshold availability on the third consecutive business day | $ 250,000 | ||||||||||||||
Senior secured revolving credit facility due January 2020 | LIBOR | Minimum | |||||||||||||||
Credit facility | |||||||||||||||
Percentage points added to the reference rate | 1.50% | ||||||||||||||
Senior secured revolving credit facility due January 2020 | LIBOR | Maximum | |||||||||||||||
Credit facility | |||||||||||||||
Percentage points added to the reference rate | 2.00% | ||||||||||||||
Senior secured revolving credit facility due January 2020 | Alternate base rate | Minimum | |||||||||||||||
Credit facility | |||||||||||||||
Percentage points added to the reference rate | 0.50% | ||||||||||||||
Senior secured revolving credit facility due January 2020 | Alternate base rate | Maximum | |||||||||||||||
Credit facility | |||||||||||||||
Percentage points added to the reference rate | 1.00% | ||||||||||||||
8.00% senior secured notes (senior lien) due August 2020 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Debt instrument, stated interest rate (as a percent) | 8.00% | ||||||||||||||
Notes redeemed and discharged | $ 650,000 | ||||||||||||||
Loss on debt retirements, net | $ 33,205 | ||||||||||||||
Tranche 1 Term Loan (second lien) due August 2020 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | 465,833 | ||||||||||||||
Principal amount of debt | $ 0 | 470,000 | |||||||||||||
Unamortized debt issuance costs | 0 | 4,167 | |||||||||||||
Tranche 2 Term Loan (second lien) due June 2021 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | 497,569 | ||||||||||||||
Principal amount of debt | 0 | 500,000 | |||||||||||||
Unamortized debt issuance costs | 0 | 2,431 | |||||||||||||
Other secured | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | 90 | 90 | |||||||||||||
Guaranteed Unsecured Debt | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | 3,481,891 | 3,474,200 | |||||||||||||
9.25% senior notes due March 2020 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | $ 898,476 | $ 896,544 | |||||||||||||
Debt instrument, stated interest rate (as a percent) | 9.25% | 9.25% | |||||||||||||
Principal amount of debt | $ 902,000 | $ 902,000 | |||||||||||||
Unamortized debt issuance costs | 4,924 | 7,527 | |||||||||||||
Unamortized premium | 1,400 | 2,071 | |||||||||||||
Credit facility | |||||||||||||||
Offer to purchase of outstanding amount | $ 900,000 | ||||||||||||||
Principal amount of debt redeemed | $ 3,454 | ||||||||||||||
Percentage of outstanding principal amount redeemed | 99.62% | 0.38% | |||||||||||||
6.75% senior notes due June 2021 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | $ 805,123 | $ 803,640 | |||||||||||||
Debt instrument, stated interest rate (as a percent) | 6.75% | 6.75% | |||||||||||||
Principal amount of debt | $ 810,000 | $ 810,000 | |||||||||||||
Unamortized debt issuance costs | 4,877 | 6,360 | |||||||||||||
Credit facility | |||||||||||||||
Principal amount of debt redeemed | $ 3,471 | ||||||||||||||
Percentage of outstanding principal amount redeemed | 0.43% | ||||||||||||||
6.125% senior notes due 2023 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | $ 1,778,292 | $ 1,774,016 | |||||||||||||
Debt instrument, stated interest rate (as a percent) | 6.125% | 6.125% | |||||||||||||
Principal amount of debt | $ 1,800,000 | $ 1,800,000 | |||||||||||||
Unamortized debt issuance costs | 21,708 | 25,984 | |||||||||||||
Credit facility | |||||||||||||||
Principal amount of debt redeemed | $ 41,751 | ||||||||||||||
Percentage of outstanding principal amount redeemed | 2.32% | ||||||||||||||
6.125% senior notes due 2023 | EnvisionRx | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Debt instrument, stated interest rate (as a percent) | 6.125% | ||||||||||||||
Principal amount of debt | $ 1,800,000 | ||||||||||||||
6.75% and 6.125% senior notes | |||||||||||||||
Credit facility | |||||||||||||||
Offer to purchase of outstanding amount | $ 700,000 | ||||||||||||||
Unguaranteed Unsecured Debt | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | 420,833 | 420,604 | |||||||||||||
8.5% convertible notes due May 2015 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Debt instrument, stated interest rate (as a percent) | 8.50% | ||||||||||||||
Convertible notes amount | $ 64,089 | ||||||||||||||
Shares issued for EnvisionRx acquisition (in shares) | shares | 24,762 | ||||||||||||||
Face amount of debt repurchased | $ 79 | ||||||||||||||
7.7% notes due February 2027 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | $ 293,540 | $ 293,375 | |||||||||||||
Debt instrument, stated interest rate (as a percent) | 7.70% | 7.70% | |||||||||||||
Principal amount of debt | $ 295,000 | $ 295,000 | |||||||||||||
Unamortized debt issuance costs | 1,460 | 1,625 | |||||||||||||
6.875% fixed-rate senior notes due December 2028 | |||||||||||||||
Indebtedness and credit agreements | |||||||||||||||
Long-term debt | $ 127,293 | $ 127,229 | |||||||||||||
Debt instrument, stated interest rate (as a percent) | 6.875% | 6.875% | |||||||||||||
Principal amount of debt | $ 128,000 | $ 128,000 | |||||||||||||
Unamortized debt issuance costs | $ 707 | $ 771 |
Indebtedness and Credit Agree84
Indebtedness and Credit Agreements - Continuing operations and discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 03, 2018 | Mar. 04, 2017 | |
Indebtedness and Credit Agreements | ||
Long-term Debt, Total | $ 3,889,738 | $ 7,263,378 |
Capital Lease Obligations, Total | 52,554 | 65,315 |
Total Debt | 3,942,292 | 7,328,693 |
Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale, Debt | (549,549) | (4,027,400) |
Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale, Lease Financing Obligations | (1,108) | (10,492) |
Amounts reclassified as current and noncurrent liabilities held for sale in connection with the Sale, Total Debt and Lease Financing Obligations | (550,657) | (4,037,892) |
Total debt and lease financing obligations, debt | 3,340,189 | 3,235,978 |
Total debt and lease financing obligations, lease financing obligations | 51,446 | 54,823 |
Total debt and lease financing obligations | 3,391,635 | 3,290,801 |
Current maturities of long-term debt - continuing operations | (90) | (90) |
Lease financing obligations - continuing operations | (20,671) | (17,619) |
Current maturities of long-term debt and lease financing obligations - continuing operations | (20,761) | (17,709) |
Long-term debt, less current maturities - continuing operations | 3,340,099 | 3,235,888 |
Lease financing obligations, less current maturities - continuing operations | 30,775 | 37,204 |
Long-term debt and lease financing obligations, less current maturities - continuing operations | 3,370,874 | 3,273,092 |
Excess cash proceeds from sale of debt | 549,549 | 4,027,400 |
Estimated excess cash proceeds from sale of debt | $ 549,549 | $ 4,027,400 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018USD ($)store | Mar. 04, 2017USD ($) | Feb. 27, 2016USD ($)store | |
Leases | |||
Sublease income | $ 4,682 | $ 4,813 | $ 6,397 |
Total rental expense, net of sublease income | 628,511 | 634,539 | 607,490 |
Contingent rental | $ 8,339 | $ 10,229 | $ 11,574 |
Number of operating stores sold | store | 7 | ||
Proceeds from sale of owned properties | $ 26,953 | ||
Number of stores related to operating lease | store | 8 | ||
Number of stores related to capital lease | store | 2 | ||
Gain on sale of assets | $ 670 | ||
Loss on sale of assets | $ 546 | ||
Minimum | |||
Leases | |||
Initial lease terms under noncancellable operating and capital leases | 5 years | ||
Initial terms of noncancellable operating lease | 3 years | ||
Sale leaseback lease terms | 20 years | ||
Maximum | |||
Leases | |||
Initial lease terms under noncancellable operating and capital leases | 22 years | ||
Initial terms of noncancellable operating lease | 10 years | ||
WBA | |||
Leases | |||
Number of former stores related to asset sale | store | 1,886 | ||
Number of former stores have guarantees that exceed 10 years | store | 210 | ||
WBA | Minimum | |||
Leases | |||
Initial terms of noncancellable operating lease | 10 years | ||
WBA | Maximum | |||
Leases | |||
Initial terms of noncancellable operating lease | 10 years | ||
Lease guarantee obligations | $ 2,300,000 |
Leases - Net Book Value (Detail
Leases - Net Book Value (Details) - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
Net book values of assets under capital leases and sale-leasebacks | ||
Accumulated depreciation | $ (78,637) | $ (84,333) |
Net value | 36,058 | 36,134 |
Capital leases | ||
Obligations under financing leases | 51,446 | 52,418 |
Sale-leaseback obligations | 2,405 | |
Less current obligation | (20,671) | (17,619) |
Lease financing obligations, less current maturities | 30,775 | 37,204 |
Minimum payments for Lease Financing Obligations | ||
2,019 | 24,571 | |
2,020 | 9,732 | |
2,021 | 4,642 | |
2,022 | 4,420 | |
2,023 | 4,214 | |
Later years | 21,992 | |
Total minimum lease payments | 69,571 | |
Amount representing interest | (18,125) | |
Present value of minimum lease payments | 51,446 | |
Minimum payments for Operating Leases | ||
2,019 | 674,739 | |
2,020 | 609,830 | |
2,021 | 528,370 | |
2,022 | 462,222 | |
2,023 | 407,226 | |
Later years | 1,782,987 | |
Total minimum lease payments | 4,465,374 | |
Land | ||
Net book values of assets under capital leases and sale-leasebacks | ||
Gross value | 3,458 | 3,760 |
Buildings | ||
Net book values of assets under capital leases and sale-leasebacks | ||
Gross value | 86,012 | 84,796 |
Leasehold improvements | ||
Net book values of assets under capital leases and sale-leasebacks | ||
Gross value | 1,258 | |
Equipment | ||
Net book values of assets under capital leases and sale-leasebacks | ||
Gross value | $ 25,225 | $ 30,653 |
Stock Option and Stock Award 87
Stock Option and Stock Award Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Stock options and stock award Plans | |||
Stock-based compensation costs | $ 25,793 | $ 23,482 | $ 37,948 |
Shares of common stock authorized under stock-based compensation plans | 53,720 | ||
Maximum | |||
Stock options and stock award Plans | |||
Term of options | 10 years | ||
Stock options | |||
Fair value assumptions | |||
Expected stock price volatility (as a percent) | 58.00% | 56.00% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Risk-free interest rate (as a percent) | 1.90% | 1.70% | |
Expected option life | 5 years 6 months | 5 years 6 months | |
Shares | |||
Outstanding at the beginning of the period (in shares) | 33,890 | 38,125 | 41,668 |
Granted (in shares) | 1,000 | 3,579 | |
Exercised (in shares) | (4,820) | (3,556) | (6,400) |
Cancelled (in shares) | (3,195) | (679) | (722) |
Outstanding at the end of the period (in shares) | 26,875 | 33,890 | 38,125 |
Vested or expected to vest at the end of the period (in shares) | 26,587 | ||
Exercisable at the end of the period (in shares) | 24,436 | ||
Weighted Average Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 2.75 | $ 2.73 | $ 2.09 |
Granted (in dollars per share) | 2.05 | 8.68 | |
Exercised (in dollars per share) | 1.20 | 1.95 | 1.78 |
Cancelled (in dollars per share) | 6.33 | 5.60 | 4.20 |
Outstanding at the end of the period (in dollars per share) | 2.57 | 2.75 | 2.73 |
Vested or expected to vest at the end of the period (in dollars per share) | 2.52 | ||
Exercisable at the end of the period (in dollars per share) | $ 2.26 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of the period | 3 years 5 months 9 days | ||
Vested or expected to vest at the end of the period | 3 years 5 months 1 day | ||
Exercisable at the end of the period | 2 years 11 months 23 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 11,697 | ||
Vested or expected to vest at the end of the period | 11,697 | ||
Exercisable at the end of the period | 11,697 | ||
Unrecognized pre-tax compensation costs related to unvested stock options and restricted stock grants | |||
Unrecognized pre tax costs | $ 4,891 | ||
Weighted average amortization period | 1 year 6 months 18 days | ||
Additional General Disclosures | |||
Weighted average fair value of options granted (in dollars per share) | $ 1.08 | $ 0 | $ 4.45 |
Cash received from stock option exercises | $ 5,796 | $ 6,951 | $ 11,376 |
Income tax benefit from stock options | 10 | 421 | 11,764 |
Total intrinsic value of options exercised | $ 3,032 | 20,475 | 42,207 |
Vesting period | 4 years | ||
Restricted stock | |||
Unrecognized pre-tax compensation costs related to unvested stock options and restricted stock grants | |||
Unrecognized pre tax costs | $ 31,614 | ||
Weighted average amortization period | 1 year 11 months 9 days | ||
Additional General Disclosures | |||
Total fair value of awards vested during the period | $ 31,125 | $ 13,951 | $ 15,104 |
Shares | |||
Outstanding at the beginning of the period (in shares) | 5,823 | 4,858 | 7,666 |
Granted (in shares) | 13,856 | 3,613 | 2,752 |
Vested (in shares) | (3,875) | (2,222) | (5,140) |
Cancelled (in shares) | (3,594) | (426) | (420) |
Outstanding at the end of the period (in shares) | 12,210 | 5,823 | 4,858 |
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 7.87 | $ 7.23 | $ 3.84 |
Granted (in dollars per share) | 2.82 | 7.73 | 8.60 |
Vested (in dollars per share) | 8.03 | 6.28 | 2.94 |
Cancelled (in dollars per share) | 3.70 | 7.84 | 6.89 |
Outstanding at the end of the period (in dollars per share) | $ 3.32 | $ 7.87 | $ 7.23 |
Restricted stock | Maximum | |||
Additional General Disclosures | |||
Vesting period | 3 years | ||
Performance based | |||
Stock options and stock award Plans | |||
Stock-based compensation costs | $ 4,122 | $ (6,070) | $ 12,634 |
2000 Plan | |||
Stock options and stock award Plans | |||
Shares of common stock reserved for the granting of stock options and other incentive awards | 22,000 | ||
2001 Plan | |||
Stock options and stock award Plans | |||
Shares of common stock authorized under stock-based compensation plans | 20,000 | ||
2004 Omnibus Equity Plan | |||
Stock options and stock award Plans | |||
Shares of common stock authorized under stock-based compensation plans | 20,000 | ||
2006 Omnibus Equity Plan | |||
Stock options and stock award Plans | |||
Shares of common stock available for grant | 50,000 | ||
2010 Omnibus Equity Plan | |||
Stock options and stock award Plans | |||
Shares of common stock available for grant | 35,000 | ||
2012 Omnibus Equity Plan | |||
Stock options and stock award Plans | |||
Shares of common stock available for grant | 28,500 | ||
2014 Omnibus Equity Plan | |||
Stock options and stock award Plans | |||
Shares of common stock available for grant | 58,000 | ||
2014 Omnibus Equity Plan | Stock options | Maximum | |||
Stock options and stock award Plans | |||
Shares of common stock available for grant | 25,000 |
Tax Benefits Preservation Plan
Tax Benefits Preservation Plan (Details) $ / shares in Units, $ in Thousands | Jan. 03, 2018USD ($)item$ / sharesshares | Mar. 03, 2018$ / shares | Mar. 04, 2017$ / shares |
Tax Benefits Preservation Plan | |||
Declared Dividend distribution of number of Rights | item | 1 | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 | $ 1 |
Number of Series J Junior Participating Preferred Stock can be purchased from each right | shares | 0.001 | ||
Preferred stock, par value (in dollars per share) | $ 1 | ||
Purchase Price of Right (per unit) | $ 8 | ||
Shareholder's percentage of ownership | 5.00% | ||
Increase by this amount in aggregate ownership in the Company's overall shares outstanding would result in ownership change | 50.00% | ||
Tax Benefits Preservation Plan, Amount | $ | $ 0 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Defined Contribution Plans | |||
Employer match of employee contributions up to 3% of pretax annual compensation to 401 (k) defined contribution plan (as a percent) | 100.00% | ||
Percentage of participant's pretax annual compensation matched 100% by employer | 3.00% | ||
Employer match of employee contributions of additional 2% of pretax annual compensation to 401 (k) defined contribution plan (as a percent) | 50.00% | ||
Percentage of participant's pretax annual compensation matched 50% by employer | 2.00% | ||
Total expense recognized for 401(k) defined contribution plans | $ 67,949 | $ 68,393 | $ 65,118 |
Vesting period | 5 years | ||
Expense recognized for supplemental retirement defined contribution plan | $ 12,426 | $ 16,921 | 1,377 |
Estimated amounts that will be amortized from accumulated other comprehensive loss into net periodic pension expense | |||
Net actuarial loss | 2,029 | ||
Prior service cost | $ 0 | ||
Asset allocations | |||
Total (as a percent) | 100.00% | 100.00% | |
Target allocation of plan assets | |||
Total (as a percent) | 100.00% | ||
Equity securities | |||
Asset allocations | |||
Total (as a percent) | 53.00% | 52.00% | |
U.S. equities | |||
Target allocation of plan assets | |||
Total (as a percent) | 39.00% | ||
International equity | |||
Target allocation of plan assets | |||
Total (as a percent) | 13.00% | ||
Fixed income securities | |||
Asset allocations | |||
Total (as a percent) | 47.00% | 48.00% | |
Target allocation of plan assets | |||
Total (as a percent) | 48.00% | ||
Defined Benefit Pension Plan | |||
Net periodic pension expense | |||
Service cost | $ 1,212 | $ 1,291 | 1,498 |
Interest cost | 6,340 | 6,634 | 6,398 |
Expected return on plan assets | (4,525) | (4,512) | (6,330) |
Amortization of unrecognized prior service cost | 67 | ||
Amortization of unrecognized net loss (gain) | 3,393 | 5,085 | 3,690 |
Net pension expense | 6,420 | 8,498 | 5,323 |
Other changes recognized in other comprehensive loss: | |||
Unrecognized net (gain) loss arising during period | (8,704) | (3,979) | 7,369 |
Amortization of unrecognized prior service cost | (67) | ||
Amortization of unrecognized net (loss) gain | (3,393) | (5,085) | (3,690) |
Net amount recognized in other comprehensive loss | (12,097) | (9,064) | 3,612 |
Net amount recognized in pension expense and other comprehensive loss | (5,677) | (566) | 8,935 |
Change in benefit obligations: | |||
Benefit obligation at end of prior year | 164,349 | 156,474 | |
Service cost | 1,212 | 1,291 | 1,498 |
Interest cost | 6,340 | 6,634 | 6,398 |
Distributions | (7,963) | (7,449) | |
Actuarial loss (gain) | (2,087) | 7,399 | |
Benefit obligation at end of year | 161,851 | 164,349 | 156,474 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 118,658 | 110,217 | |
Employer contributions | 9,023 | 0 | 0 |
Actual return on plan assets | 11,142 | 15,890 | |
Distributions (including expenses paid by the plan) | (7,963) | (7,449) | |
Fair value of plan assets at end of year | 130,860 | 118,658 | $ 110,217 |
Funded status | (30,991) | (45,691) | |
Amounts recognized in consolidated balance sheets consisted of: | |||
Accrued pension liability | (30,991) | (45,691) | |
Net amount recognized | (30,991) | (45,691) | |
Amounts recognized in accumulated other comprehensive loss consist of: | |||
Net actuarial loss | (32,664) | (44,761) | |
Amount recognized | (32,664) | (44,761) | |
Estimated amounts that will be amortized from accumulated other comprehensive loss into net periodic pension expense | |||
Accumulated benefit obligation | $ 161,851 | $ 164,349 | |
Significant actuarial assumptions used for all defined benefit plans to determine the benefit obligation | |||
Discount rate (as a percent) | 4.00% | 4.00% | 4.25% |
Expected long-term rate of return on plan assets | 6.25% | 6.50% | 6.50% |
Weighted average assumptions used to determine net cost | |||
Discount rate (as a percent) | 4.00% | 4.25% | 4.00% |
Expected long-term rate of return on plan assets (as a percent) | 6.50% | 6.50% | 6.50% |
Defined benefit plans estimated future employer contributions | |||
Expected employer contribution during next fiscal year | $ 4,700 |
Retirement Plans - Fair Value (
Retirement Plans - Fair Value (Details) - Recurring - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
Retirement Plans | ||
Total assets at fair value | $ 130,860 | $ 118,658 |
International equity | ||
Retirement Plans | ||
Total assets at fair value | 18,043 | 15,348 |
Large Cap | ||
Retirement Plans | ||
Total assets at fair value | 35,491 | 32,413 |
Small-Mid Cap | ||
Retirement Plans | ||
Total assets at fair value | 15,510 | 14,083 |
Long Term Credit Bond Index | ||
Retirement Plans | ||
Total assets at fair value | 46,222 | 47,694 |
Long Term US Government Bonds | ||
Retirement Plans | ||
Total assets at fair value | 8,070 | |
20+ Year Treasury STRIPS | ||
Retirement Plans | ||
Total assets at fair value | 1,168 | 7,563 |
Intermediate Fixed Income | ||
Retirement Plans | ||
Total assets at fair value | 5,617 | 639 |
Short Term Investments | ||
Retirement Plans | ||
Total assets at fair value | $ 739 | $ 918 |
Retirement Plans - Future Benef
Retirement Plans - Future Benefit Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Future benefit payments expected to be paid in Fiscal Year | |||
Multiemployer plans total expenses recognized | $ 20,979 | $ 21,336 | $ 20,782 |
Defined Benefit Pension Plan | |||
Future benefit payments expected to be paid in Fiscal Year | |||
2,019 | 8,160 | ||
2,020 | 8,383 | ||
2,021 | 8,576 | ||
2,022 | 8,736 | ||
2,023 | 8,868 | ||
2024 - 2028 | 46,455 | ||
Total | $ 89,178 |
Multiemployer Plans that Prov92
Multiemployer Plans that Provide Pension Benefits (Details) $ in Thousands | Jan. 01, 2018$ / h | Feb. 05, 2017$ / h | Jan. 01, 2017$ / h | Jan. 01, 2016 | Sep. 01, 2014$ / h | Dec. 31, 2015$ / h | Sep. 30, 2015$ / h | Mar. 03, 2018USD ($) | Dec. 31, 2017$ / h | Mar. 04, 2017USD ($) | Feb. 04, 2017$ / h | Dec. 31, 2016$ / h | Feb. 27, 2016USD ($) | Feb. 06, 2016$ / h | Dec. 31, 2015$ / h |
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Contributions by employer | $ 20,979 | $ 21,336 | $ 20,782 | ||||||||||||
Minimum | |||||||||||||||
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Company listed in these plan's Forms 5500 as providing more than specified percentage of the total contributions (as a percent) | 5.00% | ||||||||||||||
1199 SEIU Health Care Employees Pension Fund | |||||||||||||||
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Contributions by employer | 7,372 | $ 7,152 | 7,775 | ||||||||||||
Minimum funding requirements (as a percent) | 10.76% | 10.22% | |||||||||||||
Southern California United Food and Commercial Workers Unions and Drug Employers Pension Fund | |||||||||||||||
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Contributions by employer | 8,149 | 8,021 | 7,552 | ||||||||||||
Minimum funding requirements for pharmacists (in dollars per hour) | $ / h | 1.586 | 1.50 | 1.41 | 1.328 | |||||||||||
Minimum funding requirements for non pharmacists (in dollars per hour) | $ / h | 1.586 | 1.5 | 1.41 | 0.602 | |||||||||||
UFCW Pharmacists, Clerks and Drug Employers Pension Trust | |||||||||||||||
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Contributions by employer | 2,739 | 2,970 | 3,006 | ||||||||||||
Minimum funding requirements (in dollars per hour) | $ / h | 0.55 | ||||||||||||||
United Food and Commercial Workers Union-Employer Pension Fund | |||||||||||||||
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Contributions by employer | 786 | 827 | 732 | ||||||||||||
Minimum funding requirements (in dollars per hour) | $ / h | 1.89 | 1.76 | 1.62 | ||||||||||||
United Food and Commercial Workers Union Local 880 - Mercantile Employers Joint Pension Fund | |||||||||||||||
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Contributions by employer | 495 | 504 | 454 | ||||||||||||
Minimum funding requirements (in dollars per hour) | $ / h | 1.88 | 1.70 | 1.61 | 1.79 | |||||||||||
Other Funds | |||||||||||||||
Multiemployer Plans that Provide Pension Benefits | |||||||||||||||
Contributions by employer | $ 1,438 | $ 1,862 | $ 1,263 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | Jun. 24, 2015segment | Jun. 23, 2015segment | Mar. 03, 2018USD ($) | Dec. 02, 2017USD ($) | Sep. 02, 2017USD ($) | Jun. 03, 2017USD ($) | Mar. 04, 2017USD ($) | Nov. 26, 2016USD ($) | Aug. 27, 2016USD ($) | May 28, 2016USD ($) | Mar. 03, 2018USD ($)segment | Mar. 04, 2017USD ($) | Feb. 27, 2016USD ($) |
Segment Reporting | |||||||||||||
Number of reportable segments | segment | 2 | 1 | 2 | ||||||||||
Revenues | $ 5,394,264 | $ 5,353,170 | $ 5,345,011 | $ 5,436,523 | $ 5,903,385 | $ 5,669,111 | $ 5,629,559 | $ 5,725,485 | $ 21,528,968 | $ 22,927,540 | $ 20,770,237 | ||
Gross Profit | 4,780,105 | 5,064,707 | 4,991,979 | ||||||||||
Adjusted EBITDA | 559,894 | 740,051 | 849,267 | ||||||||||
Retail Pharmacy | |||||||||||||
Segment Reporting | |||||||||||||
Revenues | 15,832,625 | 16,766,620 | 16,820,388 | ||||||||||
Pharmacy Services | |||||||||||||
Segment Reporting | |||||||||||||
Revenues | 5,896,669 | 6,393,884 | 4,103,513 | ||||||||||
Operating segments | Retail Pharmacy | |||||||||||||
Segment Reporting | |||||||||||||
Revenues | 15,832,625 | 16,766,620 | 16,820,388 | ||||||||||
Gross Profit | 4,372,373 | 4,671,975 | 4,761,153 | ||||||||||
Adjusted EBITDA | 388,360 | 551,816 | 747,910 | ||||||||||
Operating segments | Pharmacy Services | |||||||||||||
Segment Reporting | |||||||||||||
Revenues | 5,896,669 | 6,393,884 | 4,103,513 | ||||||||||
Gross Profit | 407,732 | 392,732 | 230,826 | ||||||||||
Adjusted EBITDA | 171,534 | 188,235 | 101,357 | ||||||||||
Intersegment elimination | |||||||||||||
Segment Reporting | |||||||||||||
Revenues | $ (200,326) | $ (232,964) | $ (153,664) |
Segment Reporting - Adjusted EB
Segment Reporting - Adjusted EBITDA for continuing operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Segment Reporting | ||||||||||||
Net (loss) income from continuing operations | $ (483,673) | $ (18,182) | $ 188,360 | $ (36,037) | $ (25,054) | $ 23,610 | $ 6,036 | $ (512) | $ (349,532) | $ 4,080 | $ 102,088 | |
Interest expense | 50,603 | 50,308 | 50,857 | 51,000 | 53,391 | 50,303 | 49,703 | 46,668 | 202,768 | 200,065 | 186,132 | |
Income tax expense | 216,719 | (16,061) | 117,450 | (12,121) | 48,262 | (4,682) | 3,879 | (3,021) | 305,987 | 44,438 | 49,512 | |
Depreciation and amortization expense | 386,057 | 407,366 | 361,134 | |||||||||
LIFO (credit) charge | (49,220) | 28,987 | (28,827) | (3,721) | 7,892 | |||||||
Lease termination and impairment charges | 47,675 | $ 3,939 | 3,113 | $ 4,038 | $ 25,575 | $ 7,199 | $ 7,226 | $ 5,778 | 58,765 | 45,778 | 40,477 | |
Goodwill impairment | $ 261,727 | 261,727 | 0 | |||||||||
Loss on debt retirements, net | $ 8,180 | 8,180 | 33,205 | |||||||||
Walgreens Boots Alliance merger termination fee | $ (325,000) | (325,000) | ||||||||||
Other | (47,949) | (42,045) | (68,827) | |||||||||
Adjusted EBITDA from continuing operations | $ 559,894 | $ 740,051 | $ 849,267 |
Segment Reporting - Balance She
Segment Reporting - Balance Sheet information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | Jun. 24, 2015 | |
Segment Reporting | ||||
Total Assets | $ 8,989,327 | $ 11,593,752 | ||
Goodwill | 1,421,120 | 1,682,847 | $ 1,680,843 | |
Additions to property and equipment and intangible assets | 214,764 | 293,797 | ||
Accounts receivable | 1,869,100 | 1,771,126 | ||
Retail Pharmacy | ||||
Segment Reporting | ||||
Goodwill | 43,492 | 43,492 | 43,492 | |
Pharmacy Services | ||||
Segment Reporting | ||||
Goodwill | 1,377,628 | 1,639,355 | $ 1,637,351 | $ 1,639,355 |
Operating segments | Retail Pharmacy | ||||
Segment Reporting | ||||
Total Assets | 6,089,343 | 8,664,216 | ||
Goodwill | 43,492 | 43,492 | ||
Additions to property and equipment and intangible assets | 199,437 | 281,072 | ||
Operating segments | Pharmacy Services | ||||
Segment Reporting | ||||
Total Assets | 2,954,953 | 3,087,143 | ||
Goodwill | 1,377,628 | 1,639,355 | ||
Additions to property and equipment and intangible assets | 15,327 | 12,725 | ||
Intersegment elimination | ||||
Segment Reporting | ||||
Total Assets | (54,969) | (157,607) | ||
Long-term deferred tax liability | 38,713 | 140,865 | ||
Accounts receivable | $ 16,256 | $ 16,742 |
Commitments, Contingencies an96
Commitments, Contingencies and Guarantees (Details) | 12 Months Ended | |
Mar. 03, 2018caseStoreManager | Jan. 19, 2017state | |
Commitments and Contingencies | ||
Number of states failed to report Rx savings prices | state | 18 | |
Indergit | ||
Commitments and Contingencies | ||
Number of current and former store managers court ordered notices to be sent | 7,000 | |
Number of current and former store managers who joined the action | 1,550 | |
Number of current and former store managers to whom notices will be sent after the Court approval | 1,750 | |
Hall | ||
Commitments and Contingencies | ||
Number of similar cases | case | 2 |
Supplementary Cash Flow Data (D
Supplementary Cash Flow Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Supplementary Cash Flow Data | |||
Cash paid for interest | $ 405,579 | $ 409,692 | $ 403,727 |
Cash payments for income taxes, net | 87,087 | 17,081 | 4,856 |
Equipment financed under capital leases | 13,123 | 7,551 | 9,614 |
Equipment received for noncash consideration | 2,044 | 746 | 3,011 |
Reduction in lease financing obligation | 4,740 | ||
Accrued capital expenditures | 28,869 | 27,232 | 50,391 |
Gross borrowings from revolver | 4,221,000 | 3,608,000 | 4,729,000 |
Gross repayments to revolver | $ 6,651,000 | $ 3,278,000 | $ 4,354,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Feb. 27, 2016 | Mar. 03, 2018 | Mar. 04, 2017 |
Related Party Transactions | ||||
Receivables from related parties | $ 21 | $ 34 | ||
Number of days following the closing of the merger | 120 days | |||
Prepayment of executive retention bonus | $ 500 | |||
Bonus expense, net | $ 1,778 |
Guarantor and Non-Guarantor C99
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | Feb. 28, 2015 |
Condensed consolidating balance sheet | ||||
Ownership interest (as a percent) | 100.00% | |||
Current assets: | ||||
Cash and cash equivalents | $ 447,334 | $ 245,410 | $ 124,471 | $ 115,899 |
Accounts receivable, net | 1,869,100 | 1,771,126 | ||
Inventories, net of LIFO reserve | 1,799,539 | 1,789,541 | ||
Prepaid expenses and other current assets | 181,181 | 211,541 | ||
Current assets held for sale | 438,137 | 1,047,670 | ||
Total current assets | 4,735,291 | 5,065,288 | ||
Property, plant and equipment, net | 1,431,246 | 1,526,462 | ||
Goodwill | 1,421,120 | 1,682,847 | 1,680,843 | |
Other intangibles, net | 590,443 | 715,406 | ||
Deferred tax assets | 594,019 | 1,505,564 | ||
Other assets | 217,208 | 215,917 | ||
Noncurrent assets held for sale | 882,268 | |||
Total assets | 8,989,327 | 11,593,752 | ||
Current liabilities: | ||||
Current maturities of long-term debt and lease financing obligations | 20,761 | 17,709 | ||
Accounts payable | 1,651,363 | 1,613,909 | ||
Accrued salaries, wages and other current liabilities | 1,231,736 | 1,340,947 | ||
Current liabilities held for sale | 560,205 | 32,683 | ||
Total current liabilities | 3,464,065 | 3,005,248 | ||
Long-term debt, less current maturities | 3,340,099 | 3,235,888 | ||
Lease financing obligations, less current maturities | 30,775 | 37,204 | ||
Other noncurrent liabilities | 553,378 | 643,950 | ||
Noncurrent liabilities held for sale | 4,057,392 | |||
Total liabilities | 7,388,317 | 10,979,682 | ||
Commitments and contingencies | ||||
Total stockholders' equity | 1,601,010 | 614,070 | 581,428 | 57,056 |
Total liabilities and stockholders' equity | 8,989,327 | 11,593,752 | ||
Inventories, LIFO reserve (in dollars) | 581,090 | 607,326 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 90,569 | $ 115,899 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 33,902 | |||
Reportable legal entity | Rite Aid Corporation (Parent Company Only) | ||||
Current assets: | ||||
Investment in subsidiaries | 8,745,390 | 15,275,488 | ||
Total assets | 8,745,390 | 15,275,488 | ||
Current liabilities: | ||||
Current maturities of long-term debt and lease financing obligations | 90 | 90 | ||
Accrued salaries, wages and other current liabilities | 65,223 | 66,365 | ||
Current liabilities held for sale | 549,549 | |||
Total current liabilities | 614,862 | 66,455 | ||
Long-term debt, less current maturities | 3,340,099 | 3,235,888 | ||
Intercompany payable | 3,189,419 | 7,331,675 | ||
Noncurrent liabilities held for sale | 4,027,400 | |||
Total liabilities | 7,144,380 | 14,661,418 | ||
Commitments and contingencies | ||||
Total stockholders' equity | 1,601,010 | 614,070 | ||
Total liabilities and stockholders' equity | 8,745,390 | 15,275,488 | ||
Inventories, LIFO reserve (in dollars) | 0 | 0 | ||
Reportable legal entity | Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 441,244 | 213,104 | 90,569 | |
Accounts receivable, net | 1,502,507 | 1,506,288 | ||
Intercompany receivable | 223,413 | 215,862 | ||
Inventories, net of LIFO reserve | 1,799,539 | 1,789,541 | ||
Prepaid expenses and other current assets | 176,678 | 203,033 | ||
Current assets held for sale | 438,137 | 1,047,670 | ||
Total current assets | 4,581,518 | 4,975,498 | ||
Property, plant and equipment, net | 1,431,246 | 1,526,462 | ||
Goodwill | 1,421,120 | 1,682,847 | ||
Other intangibles, net | 539,115 | 661,778 | ||
Deferred tax assets | 594,019 | 1,505,564 | ||
Investment in subsidiaries | 54,076 | 50,004 | ||
Intercompany receivable | 3,189,419 | 7,331,675 | ||
Other assets | 209,926 | 215,917 | ||
Noncurrent assets held for sale | 882,268 | |||
Total assets | 12,020,439 | 18,832,013 | ||
Current liabilities: | ||||
Current maturities of long-term debt and lease financing obligations | 20,671 | 17,619 | ||
Accounts payable | 1,641,676 | 1,609,025 | ||
Accrued salaries, wages and other current liabilities | 1,031,379 | 1,207,240 | ||
Current liabilities held for sale | 10,656 | 32,683 | ||
Total current liabilities | 2,704,382 | 2,866,567 | ||
Lease financing obligations, less current maturities | 30,775 | 37,204 | ||
Other noncurrent liabilities | 539,892 | 622,762 | ||
Noncurrent liabilities held for sale | 29,992 | |||
Total liabilities | 3,275,049 | 3,556,525 | ||
Commitments and contingencies | ||||
Total stockholders' equity | 8,745,390 | 15,275,488 | ||
Total liabilities and stockholders' equity | 12,020,439 | 18,832,013 | ||
Inventories, LIFO reserve (in dollars) | 581,090 | 607,326 | ||
Reportable legal entity | Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 6,090 | 32,306 | $ 33,902 | |
Accounts receivable, net | 366,593 | 264,838 | ||
Prepaid expenses and other current assets | 4,503 | 8,508 | ||
Total current assets | 377,186 | 305,652 | ||
Other intangibles, net | 51,328 | 53,628 | ||
Other assets | 7,282 | |||
Total assets | 435,796 | 359,280 | ||
Current liabilities: | ||||
Accounts payable | 9,687 | 4,884 | ||
Intercompany payable | 223,413 | 215,862 | ||
Accrued salaries, wages and other current liabilities | 135,134 | 67,342 | ||
Total current liabilities | 368,234 | 288,088 | ||
Other noncurrent liabilities | 13,486 | 21,188 | ||
Total liabilities | 381,720 | 309,276 | ||
Commitments and contingencies | ||||
Total stockholders' equity | 54,076 | 50,004 | ||
Total liabilities and stockholders' equity | 435,796 | 359,280 | ||
Inventories, LIFO reserve (in dollars) | 0 | 0 | ||
Eliminations | ||||
Current assets: | ||||
Intercompany receivable | (223,413) | (215,862) | ||
Total current assets | (223,413) | (215,862) | ||
Investment in subsidiaries | (8,799,466) | (15,325,492) | ||
Intercompany receivable | (3,189,419) | (7,331,675) | ||
Total assets | (12,212,298) | (22,873,029) | ||
Current liabilities: | ||||
Intercompany payable | (223,413) | (215,862) | ||
Total current liabilities | (223,413) | (215,862) | ||
Intercompany payable | (3,189,419) | (7,331,675) | ||
Total liabilities | (3,412,832) | (7,547,537) | ||
Commitments and contingencies | ||||
Total stockholders' equity | (8,799,466) | (15,325,492) | ||
Total liabilities and stockholders' equity | (12,212,298) | (22,873,029) | ||
Inventories, LIFO reserve (in dollars) | $ 0 | $ 0 |
Guarantor and Non-Guarantor 100
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Statement of Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2018 | Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Condensed consolidating statement of operations | ||||||||||||
Revenues | $ 5,394,264 | $ 5,353,170 | $ 5,345,011 | $ 5,436,523 | $ 5,903,385 | $ 5,669,111 | $ 5,629,559 | $ 5,725,485 | $ 21,528,968 | $ 22,927,540 | $ 20,770,237 | |
Costs and expenses: | ||||||||||||
Cost of revenues | 4,124,498 | 4,166,447 | 4,183,338 | 4,274,580 | 4,554,328 | 4,424,260 | 4,387,845 | 4,496,400 | 16,748,863 | 17,862,833 | 15,778,258 | |
Selling, general and administrative expenses | 1,181,964 | 1,166,514 | 1,141,844 | 1,160,940 | 1,253,144 | 1,168,646 | 1,175,430 | 1,179,775 | 4,651,262 | 4,776,995 | 4,581,171 | |
Lease termination and impairment expenses | 47,675 | 3,939 | 3,113 | 4,038 | 25,575 | 7,199 | 7,226 | 5,778 | 58,765 | 45,778 | 40,477 | |
Interest expense | 50,603 | 50,308 | 50,857 | 51,000 | 53,391 | 50,303 | 49,703 | 46,668 | 202,768 | 200,065 | 186,132 | |
Goodwill impairment | 261,727 | 261,727 | 0 | |||||||||
Walgreens Boots Alliance, Inc. termination fee | (325,000) | (325,000) | ||||||||||
Loss on debt retirements, net | $ 8,180 | 8,180 | 33,205 | |||||||||
Gain (loss) on sale of assets, net | (5,249) | 205 | (14,951) | (5,877) | (6,261) | (225) | (560) | 397 | (25,872) | (6,649) | (606) | |
Total costs and expenses | 5,661,218 | 5,387,413 | 5,039,201 | 5,484,681 | 5,880,177 | 5,650,183 | 5,619,644 | 5,729,018 | 21,572,513 | 22,879,022 | 20,618,637 | |
Income (loss) before income taxes | (266,954) | (34,243) | 305,810 | (48,158) | 23,208 | 18,928 | 9,915 | (3,533) | (43,545) | 48,518 | 151,600 | |
Income tax expense (benefit) | 216,719 | (16,061) | 117,450 | (12,121) | 48,262 | (4,682) | 3,879 | (3,021) | 305,987 | 44,438 | 49,512 | |
Net (loss) income from continuing operations | (483,673) | (18,182) | 188,360 | (36,037) | (25,054) | 23,610 | 6,036 | (512) | (349,532) | 4,080 | 102,088 | |
Net income (loss) from discontinued operations | 1,250,745 | 99,213 | (17,644) | (39,312) | 3,912 | (8,600) | 8,737 | (4,076) | 1,293,002 | (27) | 63,377 | |
Net income | $ 767,072 | $ 81,031 | $ 170,716 | $ (75,349) | $ (21,142) | $ 15,010 | $ 14,773 | $ (4,588) | 943,470 | 4,053 | 165,465 | |
Total other comprehensive income (loss) | 7,255 | 5,464 | (1,931) | |||||||||
Comprehensive income | 950,725 | 9,517 | 163,534 | |||||||||
Rite Aid Corporation (Parent Company Only) | ||||||||||||
Costs and expenses: | ||||||||||||
Interest expense | 151,862 | |||||||||||
Loss on debt retirements, net | 33,205 | |||||||||||
Equity in earnings of subsidiaries, net of tax | (613,974) | |||||||||||
Total costs and expenses | (428,907) | |||||||||||
Income (loss) before income taxes | 428,907 | |||||||||||
Net (loss) income from continuing operations | 428,907 | |||||||||||
Net income (loss) from discontinued operations | (263,442) | |||||||||||
Net income | 165,465 | |||||||||||
Total other comprehensive income (loss) | (1,931) | |||||||||||
Comprehensive income | 163,534 | |||||||||||
Subsidiary Guarantors | ||||||||||||
Condensed consolidating statement of operations | ||||||||||||
Revenues | 20,765,351 | |||||||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 15,778,258 | |||||||||||
Selling, general and administrative expenses | 4,572,146 | |||||||||||
Lease termination and impairment expenses | 40,477 | |||||||||||
Interest expense | 34,268 | |||||||||||
Gain (loss) on sale of assets, net | (606) | |||||||||||
Equity in earnings of subsidiaries, net of tax | 3,972 | |||||||||||
Total costs and expenses | 20,428,515 | |||||||||||
Income (loss) before income taxes | 336,836 | |||||||||||
Income tax expense (benefit) | 49,681 | |||||||||||
Net (loss) income from continuing operations | 287,155 | |||||||||||
Net income (loss) from discontinued operations | 326,819 | |||||||||||
Net income | 613,974 | |||||||||||
Total other comprehensive income (loss) | (1,931) | |||||||||||
Comprehensive income | 612,043 | |||||||||||
Non-Guarantor Subsidiaries | ||||||||||||
Condensed consolidating statement of operations | ||||||||||||
Revenues | 162,620 | |||||||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 154,838 | |||||||||||
Selling, general and administrative expenses | 11,921 | |||||||||||
Interest expense | 2 | |||||||||||
Total costs and expenses | 166,761 | |||||||||||
Income (loss) before income taxes | (4,141) | |||||||||||
Income tax expense (benefit) | (169) | |||||||||||
Net (loss) income from continuing operations | (3,972) | |||||||||||
Net income | (3,972) | |||||||||||
Comprehensive income | (3,972) | |||||||||||
Reportable legal entity | Rite Aid Corporation (Parent Company Only) | ||||||||||||
Costs and expenses: | ||||||||||||
Interest expense | 183,825 | 182,282 | ||||||||||
Walgreens Boots Alliance, Inc. termination fee | (325,000) | |||||||||||
Equity in earnings of subsidiaries, net of tax | (1,034,775) | (418,261) | ||||||||||
Total costs and expenses | (1,175,950) | (235,979) | ||||||||||
Income (loss) before income taxes | 1,175,950 | 235,979 | ||||||||||
Net (loss) income from continuing operations | 1,175,950 | 235,979 | ||||||||||
Net income (loss) from discontinued operations | (232,480) | (231,926) | ||||||||||
Net income | 943,470 | 4,053 | ||||||||||
Total other comprehensive income (loss) | 7,255 | 5,464 | ||||||||||
Comprehensive income | 950,725 | 9,517 | ||||||||||
Reportable legal entity | Subsidiary Guarantors | ||||||||||||
Condensed consolidating statement of operations | ||||||||||||
Revenues | 21,413,734 | 22,821,940 | ||||||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 16,645,136 | 17,767,363 | ||||||||||
Selling, general and administrative expenses | 4,635,531 | 4,763,176 | ||||||||||
Lease termination and impairment expenses | 58,765 | 45,778 | ||||||||||
Interest expense | 19,261 | 17,796 | ||||||||||
Goodwill impairment | 261,727 | |||||||||||
Gain (loss) on sale of assets, net | (25,872) | (6,649) | ||||||||||
Equity in earnings of subsidiaries, net of tax | (4,072) | 5,101 | ||||||||||
Total costs and expenses | 21,590,476 | 22,592,565 | ||||||||||
Income (loss) before income taxes | (176,742) | 229,375 | ||||||||||
Income tax expense (benefit) | 313,965 | 43,013 | ||||||||||
Net (loss) income from continuing operations | (490,707) | 186,362 | ||||||||||
Net income (loss) from discontinued operations | 1,525,482 | 231,899 | ||||||||||
Net income | 1,034,775 | 418,261 | ||||||||||
Total other comprehensive income (loss) | 7,255 | 5,464 | ||||||||||
Comprehensive income | 1,042,030 | 423,725 | ||||||||||
Reportable legal entity | Non-Guarantor Subsidiaries | ||||||||||||
Condensed consolidating statement of operations | ||||||||||||
Revenues | 209,356 | 223,077 | ||||||||||
Costs and expenses: | ||||||||||||
Cost of revenues | 197,084 | 213,225 | ||||||||||
Selling, general and administrative expenses | 16,496 | 13,541 | ||||||||||
Interest expense | (318) | (13) | ||||||||||
Total costs and expenses | 213,262 | 226,753 | ||||||||||
Income (loss) before income taxes | (3,906) | (3,676) | ||||||||||
Income tax expense (benefit) | (7,978) | 1,425 | ||||||||||
Net (loss) income from continuing operations | 4,072 | (5,101) | ||||||||||
Net income | 4,072 | (5,101) | ||||||||||
Comprehensive income | 4,072 | (5,101) | ||||||||||
Eliminations | ||||||||||||
Condensed consolidating statement of operations | ||||||||||||
Revenues | (94,122) | (117,477) | (157,734) | |||||||||
Costs and expenses: | ||||||||||||
Cost of revenues | (93,357) | (117,755) | (154,838) | |||||||||
Selling, general and administrative expenses | (765) | 278 | (2,896) | |||||||||
Equity in earnings of subsidiaries, net of tax | 1,038,847 | 413,160 | 610,002 | |||||||||
Total costs and expenses | 944,725 | 295,683 | 452,268 | |||||||||
Income (loss) before income taxes | (1,038,847) | (413,160) | (610,002) | |||||||||
Net (loss) income from continuing operations | (1,038,847) | (413,160) | (610,002) | |||||||||
Net income | (1,038,847) | (413,160) | (610,002) | |||||||||
Total other comprehensive income (loss) | (7,255) | (5,464) | 1,931 | |||||||||
Comprehensive income | $ (1,046,102) | $ (418,624) | $ (608,071) |
Guarantor and Non-Guarantor 101
Guarantor and Non-Guarantor Condensed Consolidating Financial Information - Statement of Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
OPERATING ACTIVITIES: | |||
Net cash provided by operating activities of continuing operations | $ 511,470 | $ 183,027 | $ 710,343 |
INVESTING ACTIVITIES: | |||
Payments for property, plant and equipment | (185,879) | (254,149) | (391,199) |
Intangible assets acquired | (28,885) | (39,648) | (89,874) |
Acquisition of businesses, net of cash acquired | (1,778,377) | ||
Proceeds from sale-leaseback transactions | 26,953 | ||
Proceeds from dispositions of assets and investments | 27,586 | 16,852 | 9,773 |
Proceeds from insured loss | 4,239 | ||
Net cash used in investing activities of continuing operations | (182,939) | (276,945) | (2,222,724) |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of long-term debt | 1,800,000 | ||
Net payments ( proceeds from) to revolver | (265,000) | 330,000 | 375,000 |
Principal payments on long-term debt | (9,882) | (16,588) | (667,494) |
Change in zero balance cash accounts | 35,605 | 43,080 | (62,878) |
Net proceeds from issuance of common stock | 5,796 | 6,951 | 11,376 |
Financing fees paid for early debt redemption | (26,003) | ||
Excess tax benefit on stock options and restricted stock | 543 | 22,884 | |
Payments for taxes related to net share settlement of equity awards | (4,103) | (6,254) | (17,506) |
Deferred financing costs paid | (34,634) | ||
Net cash (used in) provided by financing activities from continuing operations | (237,584) | 357,732 | 1,400,745 |
Cash flows of discontinued operations: | |||
Operating activities of discontinued operations | (245,126) | 49,090 | 304,565 |
Investing activities of discontinued operations | 3,496,222 | (187,314) | (179,134) |
Financing activities of discontinued operations | (3,140,119) | (4,651) | (5,223) |
Net cash provided by (used in) discontinued activities | 110,977 | (142,875) | 120,208 |
Increase in cash and cash equivalents | 201,924 | 120,939 | 8,572 |
Cash and cash equivalents, beginning of year | 245,410 | 124,471 | 115,899 |
Cash and cash equivalents, end of year | 447,334 | 245,410 | 124,471 |
Rite Aid Corporation (Parent Company Only) | |||
OPERATING ACTIVITIES: | |||
Net cash provided by operating activities of continuing operations | (124,429) | ||
INVESTING ACTIVITIES: | |||
Acquisition of businesses, net of cash acquired | (1,778,377) | ||
Intercompany activity | (103,834) | ||
Net cash used in investing activities of continuing operations | (1,882,211) | ||
FINANCING ACTIVITIES: | |||
Proceeds from issuance of long-term debt | 1,800,000 | ||
Net payments ( proceeds from) to revolver | 375,000 | ||
Principal payments on long-term debt | (650,079) | ||
Net proceeds from issuance of common stock | 11,376 | ||
Financing fees paid for early debt redemption | (26,003) | ||
Deferred financing costs paid | (34,634) | ||
Intercompany activity | 794,422 | ||
Net cash (used in) provided by financing activities from continuing operations | 2,270,082 | ||
Cash flows of discontinued operations: | |||
Operating activities of discontinued operations | (263,442) | ||
Net cash provided by (used in) discontinued activities | (263,442) | ||
Subsidiary Guarantors | |||
OPERATING ACTIVITIES: | |||
Net cash provided by operating activities of continuing operations | 841,258 | ||
INVESTING ACTIVITIES: | |||
Payments for property, plant and equipment | (391,199) | ||
Intangible assets acquired | (89,874) | ||
Intercompany activity | (794,422) | ||
Proceeds from sale-leaseback transactions | 26,953 | ||
Proceeds from dispositions of assets and investments | 9,773 | ||
Net cash used in investing activities of continuing operations | (1,238,769) | ||
FINANCING ACTIVITIES: | |||
Principal payments on long-term debt | (17,415) | ||
Change in zero balance cash accounts | (62,878) | ||
Excess tax benefit on stock options and restricted stock | 22,884 | ||
Payments for taxes related to net share settlement of equity awards | (17,506) | ||
Intercompany activity | 63,446 | ||
Net cash (used in) provided by financing activities from continuing operations | (11,469) | ||
Cash flows of discontinued operations: | |||
Operating activities of discontinued operations | 568,007 | ||
Investing activities of discontinued operations | (179,134) | ||
Financing activities of discontinued operations | (5,223) | ||
Net cash provided by (used in) discontinued activities | 383,650 | ||
Increase in cash and cash equivalents | (25,330) | ||
Cash and cash equivalents, beginning of year | 90,569 | 115,899 | |
Cash and cash equivalents, end of year | 90,569 | ||
Non-Guarantor Subsidiaries | |||
OPERATING ACTIVITIES: | |||
Net cash provided by operating activities of continuing operations | (6,486) | ||
FINANCING ACTIVITIES: | |||
Intercompany activity | 40,388 | ||
Net cash (used in) provided by financing activities from continuing operations | 40,388 | ||
Cash flows of discontinued operations: | |||
Increase in cash and cash equivalents | 33,902 | ||
Cash and cash equivalents, beginning of year | 33,902 | ||
Cash and cash equivalents, end of year | 33,902 | ||
Reportable legal entity | Rite Aid Corporation (Parent Company Only) | |||
OPERATING ACTIVITIES: | |||
Net cash provided by operating activities of continuing operations | 158,247 | (162,842) | |
FINANCING ACTIVITIES: | |||
Net payments ( proceeds from) to revolver | (265,000) | 330,000 | |
Net proceeds from issuance of common stock | 5,796 | 6,951 | |
Intercompany activity | 3,460,291 | 57,817 | |
Net cash (used in) provided by financing activities from continuing operations | 3,201,087 | 394,768 | |
Cash flows of discontinued operations: | |||
Operating activities of discontinued operations | (224,300) | (231,926) | |
Financing activities of discontinued operations | (3,135,034) | ||
Net cash provided by (used in) discontinued activities | (3,359,334) | (231,926) | |
Reportable legal entity | Subsidiary Guarantors | |||
OPERATING ACTIVITIES: | |||
Net cash provided by operating activities of continuing operations | 379,439 | 347,465 | |
INVESTING ACTIVITIES: | |||
Payments for property, plant and equipment | (185,879) | (254,149) | |
Intangible assets acquired | (28,885) | (39,648) | |
Intercompany activity | (3,460,291) | (57,817) | |
Proceeds from dispositions of assets and investments | 27,586 | 16,852 | |
Proceeds from insured loss | 4,239 | ||
Net cash used in investing activities of continuing operations | (3,643,230) | (334,762) | |
FINANCING ACTIVITIES: | |||
Principal payments on long-term debt | (9,882) | (16,588) | |
Change in zero balance cash accounts | 35,605 | 43,080 | |
Excess tax benefit on stock options and restricted stock | 543 | ||
Payments for taxes related to net share settlement of equity awards | (4,103) | (6,254) | |
Net cash (used in) provided by financing activities from continuing operations | 21,620 | 20,781 | |
Cash flows of discontinued operations: | |||
Operating activities of discontinued operations | (20,826) | 281,016 | |
Investing activities of discontinued operations | 3,496,222 | (187,314) | |
Financing activities of discontinued operations | (5,085) | (4,651) | |
Net cash provided by (used in) discontinued activities | 3,470,311 | 89,051 | |
Increase in cash and cash equivalents | 228,140 | 122,535 | |
Cash and cash equivalents, beginning of year | 213,104 | 90,569 | |
Cash and cash equivalents, end of year | 441,244 | 213,104 | 90,569 |
Reportable legal entity | Non-Guarantor Subsidiaries | |||
OPERATING ACTIVITIES: | |||
Net cash provided by operating activities of continuing operations | (26,216) | (1,596) | |
Cash flows of discontinued operations: | |||
Increase in cash and cash equivalents | (26,216) | (1,596) | |
Cash and cash equivalents, beginning of year | 32,306 | 33,902 | |
Cash and cash equivalents, end of year | 6,090 | 32,306 | 33,902 |
Eliminations | |||
INVESTING ACTIVITIES: | |||
Intercompany activity | 3,460,291 | 57,817 | 898,256 |
Net cash used in investing activities of continuing operations | 3,460,291 | 57,817 | 898,256 |
FINANCING ACTIVITIES: | |||
Intercompany activity | (3,460,291) | (57,817) | (898,256) |
Net cash (used in) provided by financing activities from continuing operations | $ (3,460,291) | $ (57,817) | $ (898,256) |
Interim Financial Results (U102
Interim Financial Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 03, 2018 | Dec. 02, 2017 | Sep. 02, 2017 | Jun. 03, 2017 | Mar. 04, 2017 | Nov. 26, 2016 | Aug. 27, 2016 | May 28, 2016 | Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Interim Financial Results (Unaudited) | |||||||||||
Revenues | $ 5,394,264 | $ 5,353,170 | $ 5,345,011 | $ 5,436,523 | $ 5,903,385 | $ 5,669,111 | $ 5,629,559 | $ 5,725,485 | $ 21,528,968 | $ 22,927,540 | $ 20,770,237 |
Cost of revenues | 4,124,498 | 4,166,447 | 4,183,338 | 4,274,580 | 4,554,328 | 4,424,260 | 4,387,845 | 4,496,400 | 16,748,863 | 17,862,833 | 15,778,258 |
Selling, general and administrative expenses | 1,181,964 | 1,166,514 | 1,141,844 | 1,160,940 | 1,253,144 | 1,168,646 | 1,175,430 | 1,179,775 | 4,651,262 | 4,776,995 | 4,581,171 |
Lease termination and impairment charges | 47,675 | 3,939 | 3,113 | 4,038 | 25,575 | 7,199 | 7,226 | 5,778 | 58,765 | 45,778 | 40,477 |
Goodwill impairment | 261,727 | 261,727 | 0 | ||||||||
Interest expense | 50,603 | 50,308 | 50,857 | 51,000 | 53,391 | 50,303 | 49,703 | 46,668 | 202,768 | 200,065 | 186,132 |
Walgreens Boots Alliance merger termination fee | (325,000) | (325,000) | |||||||||
(Gain) loss on sale of assets, net | (5,249) | 205 | (14,951) | (5,877) | (6,261) | (225) | (560) | 397 | (25,872) | (6,649) | (606) |
Total costs and expenses | 5,661,218 | 5,387,413 | 5,039,201 | 5,484,681 | 5,880,177 | 5,650,183 | 5,619,644 | 5,729,018 | 21,572,513 | 22,879,022 | 20,618,637 |
Income (loss) before income taxes | (266,954) | (34,243) | 305,810 | (48,158) | 23,208 | 18,928 | 9,915 | (3,533) | (43,545) | 48,518 | 151,600 |
Income tax expense (benefit) | 216,719 | (16,061) | 117,450 | (12,121) | 48,262 | (4,682) | 3,879 | (3,021) | 305,987 | 44,438 | 49,512 |
Net (loss) income from continuing operations | (483,673) | (18,182) | 188,360 | (36,037) | (25,054) | 23,610 | 6,036 | (512) | (349,532) | 4,080 | 102,088 |
Net income (loss) from discontinued operations, net of tax | 1,250,745 | 99,213 | (17,644) | (39,312) | 3,912 | (8,600) | 8,737 | (4,076) | 1,293,002 | (27) | 63,377 |
Net (loss) income | $ 767,072 | $ 81,031 | $ 170,716 | $ (75,349) | $ (21,142) | $ 15,010 | $ 14,773 | $ (4,588) | $ 943,470 | $ 4,053 | $ 165,465 |
Basic (loss) income per share: | |||||||||||
Continuing operations | $ (0.46) | $ (0.02) | $ 0.18 | $ (0.03) | $ (0.33) | $ 0 | $ 0.10 | ||||
Discontinued operations | 1.19 | 0.10 | (0.02) | (0.04) | 1.23 | 0 | 0.06 | ||||
Net basic income per share | 0.73 | 0.08 | 0.16 | (0.07) | 0.90 | 0 | 0.16 | ||||
Diluted (loss) income per share: | |||||||||||
Continuing operations | (0.46) | (0.02) | 0.18 | (0.03) | (0.33) | 0 | 0.10 | ||||
Discontinued operations | 1.19 | 0.10 | (0.02) | (0.04) | 1.23 | 0 | 0.06 | ||||
Net diluted income per share | $ 0.73 | $ 0.08 | $ 0.16 | $ (0.07) | $ 0.90 | 0 | $ 0.16 | ||||
Basic and diluted (loss) income per share: | |||||||||||
Continuing operations | $ (0.02) | $ 0.02 | $ 0.01 | $ 0 | 0 | ||||||
Discontinued operations | 0 | (0.01) | 0 | 0 | 0 | ||||||
Net basic and diluted income per share | $ (0.02) | $ 0.01 | $ 0.01 | $ 0 | $ 0 | ||||||
Income tax expense recorded in connection with revaluation of deferred tax assets | $ 324,765 | $ 324,765 | |||||||||
Good will impairment, net of tax | 191,000 | ||||||||||
Facilities impairment charges | 36,927 | $ 21,068 | |||||||||
LIFO (credit) charge | $ (49,220) | $ 28,987 | $ (28,827) | $ (3,721) | $ 7,892 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 03, 2018 | Mar. 04, 2017 |
Carrying Amount | ||
Financial instruments | ||
Variable rate indebtedness | $ 3,368,484 | |
Fixed rate indebtedness | $ 3,905,841 | 3,894,894 |
Fair Value | ||
Financial instruments | ||
Variable rate indebtedness | 3,404,225 | |
Fixed rate indebtedness | 3,927,411 | 4,152,374 |
Other assets | ||
Financial instruments | ||
Investment at amortized cost | $ 7,282 | $ 6,874 |
SCHEDULE II-VALUATION AND QU104
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowances deducted from accounts receivable for estimated uncollectible amounts: - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 03, 2018 | Mar. 04, 2017 | Feb. 27, 2016 | |
Allowances deducted from accounts receivable for estimated uncollectible amounts: | |||
Balance at Beginning of Period | $ 30,891 | $ 32,820 | $ 31,247 |
Additions Charged to Costs and Expenses | 94,006 | 72,876 | 71,984 |
Deductions | 99,763 | 74,805 | 70,411 |
Balance at End of Period | $ 25,134 | $ 30,891 | $ 32,820 |