RITE AID CORP | 2013 | FY | 3


3. Lease Termination and 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. Many of its competitors are spending significant capital and promotional dollars in certain geographies to gain market share. The Company has assumed certain sales growth from its loyalty program and other initiatives to grow sales. Recent and proposed Pharmacy Benefit Management consolidation and efforts of third party public and private payers have reduced pharmacy reimbursement rates in recent years. The Company expects this rate compression, which currently affects over 96% of its pharmacy business, to continue to affect it in the foreseeable future. The Company operates in a highly regulated industry and must make assumptions related to Federal and State efforts and proposals to affect the pricing and regulations related to prescription drugs, as well as, expected revenues and costs related to the Patient Protection and Affordable Care Act (health care reform).

        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 $24,892 in fiscal 2013, $51,998 in fiscal 2012 and $115,121 in fiscal 2011. The Company's methodology for recording impairment charges has not changed materially, and has been consistently applied in the periods presented.

        At March 2, 2013, $1.922 billion of the Company's long-lived assets, including intangible assets, were associated with 4,623 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 $23,973 in fiscal 2013, $43,353 in fiscal 2012 and $108,999 in fiscal 2011.

        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 made and approved. Closure decisions are made on an individual store or regional basis considering all of the macro-economic, industry and other factors discussed above, in addition to, the active store's individual operating results. The Company currently has no plans to close a significant number of operating stores in future periods. In the next fiscal year, the Company currently expects to close fewer than 50 stores, primarily as a result of lease expirations. The Company recorded impairment charges for closed facilities of $919 in fiscal 2013, $8,645 in fiscal 2012 and $6,122 in fiscal 2011.

        Included in the impairment charges noted above, the Company recorded charges of $594 in fiscal 2013, $5,863 in fiscal 2012 and $2,433 in fiscal 2011 for existing owned surplus property. Assets to be disposed of are evaluated quarterly to determine if an additional impairment charge is required. Fair value estimates are provided by independent brokers who operate in the local markets where the assets are located.

        The following table summarizes the impairment charges and number of locations, segregated by closed facilities and active stores that have been recorded in fiscal 2013, 2012 and 2011:

 
  Year Ended  
 
  March 2, 2013   March 3, 2012   February 26, 2011  
 
  Number   Charge   Number   Charge   Number   Charge  

Closed facilities:

                                     

Actual and approved store closings

    29   $ 325     55   $ 2,283     51   $ 3,278  

Actual and approved relocations

            2     499     1     317  

Distribution center closings

                    1     94  

Existing surplus properties

    5     594     12     5,863     17     2,433  
                           

Total impairment charges-closed facilities

    34     919     69     8,645     70     6,122  

Active stores:

                                     

Additional current period charges for stores previously impaired in prior periods(1)

    469     5,835     591     9,822     584     17,825  

Charges for new and relocated stores that did not meet their asset recoverability test in the current period(2)

    14     9,190     19     18,926     44     36,015  

Charges for the remaining stores that did not meet their asset recoverability test in the current period(3)

    47     8,948     53     14,605     167     55,159  
                           

Total impairment charges-active stores

    530     23,973     663     43,353     795     108,999  

Total impairment charges-all locations

    564   $ 24,892     732   $ 51,998     865   $ 115,121  
                           

Total number of active stores

    4,623           4,667           4,714        

Stores impaired in prior periods with no current charge

    588           428           263        

Stores with a current period charge

    530           663           795        
                                 

Total cumulative active stores with impairment charges

    1,118           1,091           1,058        
                                 

(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, in each prior period presented, a minority of stores were partially impaired since their fair value supported a reduced net book value. Accordingly, these stores may be further impaired in the current and future periods as a result of changes in their actual or projected cash flows, or changes to their fair value estimates. Also, the Company makes ongoing 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, 464, 583 and 577 stores for fiscal years 2013, 2012 and 2011 respectively have been fully impaired.

(2)
These charges are related to new stores (open at least 3 years) and relocated stores (relocated in the last 2 years) 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, 14, 19 and 43 stores for fiscal years 2013, 2012 and 2011 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, 43, 43 and 141 stores for fiscal years 2013, 2012 and 2011 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 is unable to predict with any degree of certainty which individual stores will fall short or exceed future operating plans. Accordingly, the Company is unable to describe future trends that would affect its impairment charges, including the likely stores and their related asset values that may fail their recoverability test in future periods.

        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:

        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 2, 2013 and March 3, 2012:

 
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant
Other
Observable
Inputs (Level 2)
  Significant
Unobservable
Inputs (Level 3)
  Fair Values
as of
Impairment
Date
  Total Charges
March 2,
2013
 

Long-lived assets held and used

  $   $ 1,018   $ 21,739   $ 22,757   $ (24,298 )

Long-lived assets held for sale

        1,842         1,842     (594 )
                       

Total

  $   $ 2,860   $ 21,739   $ 24,599   $ (24,892 )
                       

 

 
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant
Other
Observable
Inputs (Level 2)
  Significant
Unobservable
Inputs (Level 3)
  Fair Values
as of
Impairment
Date
  Total Charges
March 3,
2012
 

Long-lived assets held and used

  $   $ 23,254   $ 36,485   $ 59,739   $ (50,718 )

Long-lived assets held for sale

        5,407         5,407     (1,280 )
                       

Total

  $   $ 28,661   $ 36,485   $ 65,146   $ (51,998 )
                       

        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 2013, 2012 and 2011, the Company recorded lease termination charges of $45,967, $48,055 and $95,772. These charges related to changes in future assumptions, interest accretion and provisions for 14 stores in fiscal 2013, 23 stores in fiscal 2012, and 52 stores and one distribution center in fiscal 2011.

        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 2,
2013
(52 Weeks)
  March 3,
2012
(53 Weeks)
  February 26,
2011
(52 Weeks)
 

Balance—beginning of year

  $ 367,864   $ 405,350   $ 412,654  

Provision for present value of noncancellable lease payments of closed stores

    14,440     11,832     51,369  

Changes in assumptions about future sublease income, terminations and change in interest rates

    9,023     11,305     19,585  

Interest accretion

    23,246     26,084     26,234  

Cash payments, net of sublease income

    (90,816 )   (86,707 )   (104,492 )
               

Balance—end of year

  $ 323,757   $ 367,864   $ 405,350  
               

        The Company's revenues and income (loss) before income taxes for fiscal 2013, 2012, and 2011 included results from stores that have been closed or are approved for closure as of March 2, 2013. The revenue, operating expenses, and income (loss) before income taxes of these stores for the periods are presented as follows:

 
  Year Ended  
 
  March 2,
2013
  March 3,
2012
  February 26,
2011
 

Revenues

  $ 99,034   $ 308,835   $ 452,799  

Operating expenses

    112,300     339,784     503,969  

Gain from sale of assets

    (19,877 )   (15,212 )   (19,369 )

Other expenses

    812     (6,202 )   7,027  

Income (loss) before income taxes

    5,799     (9,535 )   (38,828 )

Included in these stores' income (loss) before income taxes are:

                   

Depreciation and amortization

    1,103     4,189     7,219  

Inventory liquidation charges

    1,039     873     4,897  

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.


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