1. Description of business
The Jean Coutu Group (PJC) USA, Inc. (the “Company”) is a wholly owned subsidiary of The Jean Coutu Group (PJC) Inc. (the “Parent Company”).
The Company operates a network comprising 1,856 drugstores as of March 3, 2007 (May 27, 2006 — 1,858; February 25, 2006 — 1,853), located in 18 states of the northeastern, mid-Atlantic and southeastern United States. The Company conducts business under the trade names Brooks Pharmacy and Eckerd Pharmacy.
The Company’s long-term financing since the fiscal 2005 Eckerd acquisition has been provided in the form of borrowings from the Parent Company.
On August 23, 2006, the Parent Company entered into a definitive agreement with Rite Aid Corporation, whereby the Parent Company would sell the shares of the Company to Rite Aid Corporation in exchange for total consideration of approximately $3.4 billion.
2. Basis of presentation
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information, and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. The accompanying financial information reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. The results of operations for the fourteen week and forty week periods ended March 3, 2007 and the thirteen week and twenty-six week periods ended February 25, 2006 are not necessarily indicative of the results to be expected for the full fiscal year. The consolidated condensed financial statements should be read in conjunction with the consolidated financial statements as of May 27, 2006 and May 28, 2005 and for each of the three fiscal years in the period ended May 27, 2006.
The Company’s fiscal year ends on the Saturday closest to May 31st. The fiscal year ended June 2, 2007 will consist of 53 weeks, whereas the fiscal year ended May 27, 2006 consisted of 52 weeks. The additional week was added to the Company’s third quarterly period ended March 3, 2007. Therefore, the quarterly and year-to-date periods ended March 3, 2007 consist of fourteen and forty weeks, respectively. The quarterly and year-to-date periods ended February 25, 2006 consisted of thirteen and thirty-nine weeks, respectively.
The consolidated condensed financial statements include the accounts of the Company and all its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
These consolidated condensed financial statements were prepared from the separate records maintained by the Company, which include significant financing transactions with the Parent Company and certain allocations of expenses and may not be indicative of the financial position, results of operations, or cash flows that would have resulted if the Company had been operated as an unaffiliated company.
3. New accounting pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. This statement establishes a standard definition for fair value, establishes a framework under generally accepted accounting principles for measuring fair value and expands disclosure requirements for fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”. This statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability and to recognize
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changes in the funded status in the year in which the changes occur. This statement is effective for financial statements issued for fiscal years ending after December 15, 2006.
In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This statement permits entities to choose to measure certain financial instruments and other items at fair value in order to mitigate volatility in reporting earnings caused by measuring related assets and liabilities differently. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.
The Company is in the process of determining the effect, if any, the adoption of SFAS No. 157, SFAS No. 158 and SFAS No. 159 will have on its financial statements.
4. Store closings
The reserve for store lease exit costs includes the following activity:
| | Fourteen Weeks Ended March 3, 2007 | | Thirteen Weeks Ended February 25, 2006 | | Forty Weeks Ended March 3, 2007 | | Thirty-nine Weeks Ended February 25, 2006 | |
Balance, beginning of period | | $ | 83,995 | | $ | 122, 293 | | $ | 114,788 | | $ | 143,468 | |
Provision for present value of noncancellable lease payments | | 734 | | 719 | | 1,452 | | 2,883 | |
Changes in assumptions | | — | | — | | — | | (1,797 | ) |
Interest accretion | | 1,871 | | 2,599 | | 5,930 | | 6,665 | |
Cash payments, net of sublease income, and settlements | | (7,087 | ) | (15,032 | ) | (42,657 | ) | (40,640 | ) |
Balance, end of period | | $ | 79,513 | | $ | 110,579 | | $ | 79,513 | | $ | 110,579 | |
The provision for stores to be closed or relocated under long-term leases includes the present value of noncancellable lease payments less sublease income and is recorded in selling, general and administrative expenses in the consolidated condensed statements of operations.
During the fourth quarter of fiscal year 2006, the Company agreed to settle certain lease obligations with the same lessor with whom the Company was in litigation. The total agreed upon settlement was $20,000, of which $1,000 was paid in fiscal year 2006 and the remaining $19,000 was paid in the forty week period ended March 3, 2007.
During the thirty-nine week period ended February 25, 2006, the Company changed its assumptions regarding the cost to terminate certain lease obligations resulting in a reduction in the reserve for store lease exit costs of $1,797.
5. Intangible assets
The following is a summary of the Company’s intangible assets:
| | March 3, 2007 | | March 27, 2006 | |
Indefinite lived: | | | | | |
Trade Name | | $ | 353,000 | | $ | 353,000 | |
Definite lived: | | | | | |
Prescription files | | 338,907 | | 337,818 | |
Non compete agreements | | 6,836 | | 6,619 | |
Leasehold interests | | 111,925 | | 113,210 | |
Total cost | | 810,668 | | 810,647 | |
Accumulated amortization—Prescription files | | (113,306 | ) | (87,930 | ) |
Accumulated amortization—Non compete agreements | | (5,018 | ) | (4,548 | ) |
Accumulated amortization—Leasehold interests | | (38,043 | ) | (28,731 | ) |
Total accumulated amortization | | (156,367 | ) | (121,209 | ) |
Total intangible assets—net | | $ | 654,301 | | $ | 689,438 | |
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Amortization expense for the fourteen and thirteen week periods ended March 3, 2007 and February 25, 2006 was $11,580 and $12,248, respectively. Amortization expense for the forty and thirty-nine week periods ended March 3, 2007 and February 25, 2006 was $35,454 and $35,900, respectively.
Estimated amortization expense for intangible assets subject to amortization for the five fiscal years succeeding May 27, 2006 is as follows: 2007 — $47,202; 2008 — $44,610; 2009 — $42,554; 2010 — $39,898; 2011 — $37,162.
6. Accrued liabilities
Accrued liabilities consists of the following:
| | March 3, 2007 | | May 27, 2006 | |
Accrued wages, benefits and other personnel costs | | $ | 124,352 | | $ | 89,416 | |
Workers’ compensation and general liability | | 31,201 | | 27,764 | |
Sales, payroll and other taxes payable | | 32,195 | | 46,467 | |
Accrued interest | | 523 | | 1,663 | |
Deferred income | | 4,488 | | 9,109 | |
Liabilities for store closures | | 18,776 | | 42,427 | |
Accrued advertising expenses | | 10,474 | | 9,652 | |
Accrued rent | | 21,169 | | 23,364 | |
Other | | 59,395 | | 69,505 | |
| | $ | 302,573 | | $ | 319,367 | |
7. Significant Non-Cash Transaction
During fiscal year 2007, the company acquired digital photo equipment under a capital lease. The non-cash amount capitalized into fixed assets and recorded as a capital lease obligation for the forty week period ended March 3, 2007 was $21,957. Capital lease obligations are included in long-term debt and current portion of long-term debt on the consolidated condensed balance sheet.
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