UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 11, 2021June 18, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 001-39350
Albertsons Companies, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 47-4376911 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
250 Parkcenter Blvd.
Boise, Idaho 83706
(Address of principal executive offices and zip code)
(208) 395-6200
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A common stock, $0.01 par value | ACI | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large accelerated filer | | ☐☒ | Accelerated filer | | ☐ |
Non-accelerated filer | | ☒☐ | Smaller reporting company | | ☐ |
| | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of October 18, 2021,July 22, 2022, the registrant had 467,124,900531,899,693 shares of Class A common stock, par value $0.01 per share, outstanding.
Albertsons Companies, Inc. and Subsidiaries
PART I - FINANCIAL INFORMATION
Item 1 - Condensed Consolidated Financial Statements (unaudited)
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions, except share data)
(unaudited)
| | | September 11, 2021 | | February 27, 2021 | | June 18, 2022 | | February 26, 2022 |
ASSETS | ASSETS | | | | ASSETS | | | |
Current assets | Current assets | | Current assets | |
| | Cash and cash equivalents | $ | 2,849.8 | | | $ | 1,717.0 | | | Cash and cash equivalents | $ | 3,213.1 | | | $ | 2,902.0 | |
| | Receivables, net | 544.7 | | | 550.9 | | | Receivables, net | 565.3 | | | 560.6 | |
| | Inventories, net | 4,179.1 | | | 4,301.3 | | | Inventories, net | 4,573.2 | | | 4,500.8 | |
| | Other current assets | 414.7 | | | 418.8 | | | Other current assets | 326.6 | | | 403.0 | |
| | Total current assets | 7,988.3 | | | 6,988.0 | | | Total current assets | 8,678.2 | | | 8,366.4 | |
| Property and equipment, net | Property and equipment, net | 9,201.1 | | | 9,412.7 | | Property and equipment, net | 9,069.9 | | | 9,349.6 | |
Operating lease right-of-use assets | Operating lease right-of-use assets | 5,861.3 | | | 6,015.6 | | Operating lease right-of-use assets | 5,908.4 | | | 5,908.4 | |
Intangible assets, net | Intangible assets, net | 2,181.3 | | | 2,108.8 | | Intangible assets, net | 2,309.6 | | | 2,285.0 | |
Goodwill | Goodwill | 1,200.2 | | | 1,183.3 | | Goodwill | 1,201.0 | | | 1,201.0 | |
Other assets | Other assets | 912.1 | | | 889.6 | | Other assets | 1,052.9 | | | 1,012.6 | |
TOTAL ASSETS | TOTAL ASSETS | $ | 27,344.3 | | | $ | 26,598.0 | | TOTAL ASSETS | $ | 28,220.0 | | | $ | 28,123.0 | |
| LIABILITIES | LIABILITIES | | LIABILITIES | |
Current liabilities | Current liabilities | | Current liabilities | |
| | Accounts payable | $ | 3,554.2 | | | $ | 3,487.3 | | | Accounts payable | $ | 3,970.3 | | | $ | 4,236.8 | |
| | Accrued salaries and wages | 1,492.3 | | | 1,474.7 | | | Accrued salaries and wages | 1,349.7 | | | 1,554.9 | |
| | Current maturities of long-term debt and finance lease obligations | 211.5 | | | 212.4 | | | Current maturities of long-term debt and finance lease obligations | 825.4 | | | 828.8 | |
| | Current maturities of operating lease obligations | 621.7 | | | 605.3 | | | Current maturities of operating lease obligations | 647.0 | | | 640.6 | |
| | Other current liabilities | 1,190.0 | | | 1,052.5 | | | Other current liabilities | 1,119.9 | | | 1,087.4 | |
| | Total current liabilities | 7,069.7 | | | 6,832.2 | | | Total current liabilities | 7,912.3 | | | 8,348.5 | |
| Long-term debt and finance lease obligations | Long-term debt and finance lease obligations | 8,129.1 | | | 8,101.2 | | Long-term debt and finance lease obligations | 7,121.2 | | | 7,136.3 | |
Long-term operating lease obligations | Long-term operating lease obligations | 5,464.1 | | | 5,548.0 | | Long-term operating lease obligations | 5,497.2 | | | 5,419.9 | |
Deferred income taxes | Deferred income taxes | 598.3 | | | 533.7 | | Deferred income taxes | 806.9 | | | 799.8 | |
Other long-term liabilities | Other long-term liabilities | 2,524.1 | | | 2,659.5 | | Other long-term liabilities | 2,176.4 | | | 2,115.4 | |
| Commitments and contingencies | Commitments and contingencies | 0 | | 0 | Commitments and contingencies | 0 | | 0 |
Series A convertible preferred stock, $0.01 par value; 1,750,000 shares authorized, 924,000 shares issued and outstanding as of September 11, 2021 and February 27, 2021 | 844.3 | | | 844.3 | | |
Series A-1 convertible preferred stock, $0.01 par value; 1,410,000 shares authorized, 826,000 shares issued and outstanding as of September 11, 2021 and February 27, 2021 | 754.8 | | | 754.8 | | |
Series A convertible preferred stock, $0.01 par value; 1,750,000 shares authorized, 695,412 and 745,410 shares issued and outstanding as of June 18, 2022 and February 26, 2022, respectively | | Series A convertible preferred stock, $0.01 par value; 1,750,000 shares authorized, 695,412 and 745,410 shares issued and outstanding as of June 18, 2022 and February 26, 2022, respectively | 635.4 | | | 681.1 | |
Series A-1 convertible preferred stock, $0.01 par value; 1,410,000 shares authorized, no shares issued and outstanding as of June 18, 2022 and 653,776 shares issued and outstanding as of February 26, 2022 | | Series A-1 convertible preferred stock, $0.01 par value; 1,410,000 shares authorized, no shares issued and outstanding as of June 18, 2022 and 653,776 shares issued and outstanding as of February 26, 2022 | — | | | 597.4 | |
| STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY | | STOCKHOLDERS' EQUITY | |
| | Undesignated preferred stock, $0.01 par value; 96,840,000 shares authorized, no shares issued as of September 11, 2021 and February 27, 2021 | — | | | — | | | Undesignated preferred stock, $0.01 par value; 96,840,000 shares authorized, no shares issued as of June 18, 2022 and February 26, 2022 | — | | | — | |
| | Class A common stock, $0.01 par value; 1,000,000,000 shares authorized, 586,668,103 and 585,574,666 shares issued as of September 11, 2021 and February 27, 2021, respectively | 5.9 | | | 5.9 | | | Class A common stock, $0.01 par value; 1,000,000,000 shares authorized, 590,384,128 and 587,904,283 shares issued as of June 18, 2022 and February 26, 2022, respectively | 5.9 | | | 5.9 | |
| | Class A-1 convertible common stock, $0.01 par value; 150,000,000 shares authorized, no shares issued as of September 11, 2021 and February 27, 2021 | — | | | — | | | Class A-1 convertible common stock, $0.01 par value; 150,000,000 shares authorized, no shares issued as of June 18, 2022 and February 26, 2022 | — | | | — | |
| | Additional paid-in capital | 1,936.1 | | | 1,898.9 | | | Additional paid-in capital | 1,998.2 | | | 2,032.2 | |
| | Treasury stock, at cost, 120,009,647 shares held as of September 11, 2021 and February 27, 2021 | (1,907.0) | | | (1,907.0) | | | Treasury stock, at cost, 58,776,088 and 99,640,065 shares held as of June 18, 2022 and February 26, 2022, respectively | (971.8) | | | (1,647.4) | |
| | Accumulated other comprehensive income | 78.7 | | | 63.5 | | | Accumulated other comprehensive income | 66.2 | | | 69.0 | |
| | Retained earnings | 1,846.2 | | | 1,263.0 | | | Retained earnings | 2,972.1 | | | 2,564.9 | |
| | Total stockholders' equity | 1,959.9 | | | 1,324.3 | | | Total stockholders' equity | 4,070.6 | | | 3,024.6 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 27,344.3 | | | $ | 26,598.0 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 28,220.0 | | | $ | 28,123.0 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income
(in millions, except per share data)
(unaudited)
| | | 12 weeks ended | | 28 weeks ended | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 | | June 18, 2022 | | June 19, 2021 | |
Net sales and other revenue | Net sales and other revenue | $ | 16,505.7 | | | $ | 15,757.6 | | | $ | 37,775.1 | | | $ | 38,509.2 | | Net sales and other revenue | $ | 23,310.3 | | | $ | 21,269.4 | | |
Cost of sales | Cost of sales | 11,788.7 | | | 11,182.7 | | | 26,867.1 | | | 27,162.8 | | Cost of sales | 16,765.3 | | | 15,078.4 | | |
Gross profit | 4,717.0 | | | 4,574.9 | | | 10,908.0 | | | 11,346.4 | | |
Gross margin | | Gross margin | 6,545.0 | | | 6,191.0 | | |
| Selling and administrative expenses | Selling and administrative expenses | 4,231.3 | | | 4,031.2 | | | 9,734.9 | | | 9,800.6 | | Selling and administrative expenses | 5,864.3 | | | 5,503.6 | | |
(Gain) loss on property dispositions and impairment losses, net | (Gain) loss on property dispositions and impairment losses, net | (0.2) | | | (18.3) | | | 0.1 | | | 12.0 | | (Gain) loss on property dispositions and impairment losses, net | (79.4) | | | 0.3 | | |
| Operating income | Operating income | 485.9 | | | 562.0 | | | 1,173.0 | | | 1,533.8 | | Operating income | 760.1 | | | 687.1 | | |
| Interest expense, net | Interest expense, net | 109.3 | | | 128.6 | | | 262.6 | | | 309.2 | | Interest expense, net | 138.9 | | | 153.3 | | |
Loss on debt extinguishment | — | | | 49.1 | | | — | | | 49.1 | | |
| Other income, net | Other income, net | (18.9) | | | (11.4) | | | (62.4) | | | (8.3) | | Other income, net | (6.3) | | | (43.5) | | |
Income before income taxes | Income before income taxes | 395.5 | | | 395.7 | | | 972.8 | | | 1,183.8 | | Income before income taxes | 627.5 | | | 577.3 | | |
| Income tax expense | Income tax expense | 100.3 | | | 111.2 | | | 232.8 | | | 313.1 | | Income tax expense | 143.3 | | | 132.5 | | |
Net income | Net income | $ | 295.2 | | | $ | 284.5 | | | $ | 740.0 | | | $ | 870.7 | | Net income | $ | 484.2 | | | $ | 444.8 | | |
| Other comprehensive income, net of tax | | |
Other comprehensive income (loss), net of tax | | Other comprehensive income (loss), net of tax | | |
Recognition of pension gain | Recognition of pension gain | 15.1 | | | 10.1 | | | 15.2 | | | 10.9 | | Recognition of pension gain | 0.2 | | | 0.1 | | |
| Other | Other | — | | | 0.3 | | | — | | | 1.2 | | Other | (3.0) | | | — | | |
Other comprehensive income | $ | 15.1 | | | $ | 10.4 | | | $ | 15.2 | | | $ | 12.1 | | |
Other comprehensive (loss) income | | Other comprehensive (loss) income | $ | (2.8) | | | $ | 0.1 | | |
| Comprehensive income | Comprehensive income | $ | 310.3 | | | $ | 294.9 | | | $ | 755.2 | | | $ | 882.8 | | Comprehensive income | $ | 481.4 | | | $ | 444.9 | | |
| Net income per Class A common share | Net income per Class A common share | | Net income per Class A common share | | |
Basic net income per Class A common share | Basic net income per Class A common share | $ | 0.55 | | | $ | 0.52 | | | $ | 1.27 | | | $ | 1.57 | | Basic net income per Class A common share | $ | 0.86 | | | $ | 0.80 | | |
Diluted net income per Class A common share | Diluted net income per Class A common share | 0.52 | | | 0.49 | | | 1.26 | | | 1.49 | | Diluted net income per Class A common share | 0.84 | | | 0.78 | | |
Weighted average Class A common shares outstanding | | |
Weighted average Class A common shares outstanding (in millions) | | Weighted average Class A common shares outstanding (in millions) | | |
Basic | Basic | 465.3 | | | 477.3 | | | 465.2 | | | 529.2 | | Basic | 513.3 | | | 465.1 | | |
Diluted | Diluted | 573.0 | | | 582.9 | | | 470.6 | | | 583.3 | | Diluted | 576.3 | | | 571.4 | | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| | | 28 weeks ended | | 16 weeks ended |
| | September 11, 2021 | | September 12, 2020 | | June 18, 2022 | | June 19, 2021 |
Cash flows from operating activities: | Cash flows from operating activities: | | | | Cash flows from operating activities: | | | |
Net income | Net income | $ | 740.0 | | | $ | 870.7 | | Net income | $ | 484.2 | | | $ | 444.8 | |
Adjustments to reconcile net income to net cash provided by operating activities: | Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: | |
Loss on property dispositions and impairment losses, net | 0.1 | | | 12.0 | | |
(Gain) loss on property dispositions and impairment losses, net | | (Gain) loss on property dispositions and impairment losses, net | (79.4) | | | 0.3 | |
Depreciation and amortization | Depreciation and amortization | 883.2 | | | 808.8 | | Depreciation and amortization | 547.7 | | | 504.2 | |
Operating lease right-of-use assets amortization | Operating lease right-of-use assets amortization | 333.0 | | | 309.3 | | Operating lease right-of-use assets amortization | 198.8 | | | 189.3 | |
| LIFO expense | LIFO expense | 29.1 | | | 23.2 | | LIFO expense | 62.1 | | | 14.5 | |
Deferred income tax | Deferred income tax | 43.0 | | | 2.8 | | Deferred income tax | 2.8 | | | (17.9) | |
| Contributions to pension and post-retirement benefit plans, net of (income) expense | Contributions to pension and post-retirement benefit plans, net of (income) expense | (47.5) | | | (68.9) | | Contributions to pension and post-retirement benefit plans, net of (income) expense | (9.5) | | | (14.5) | |
(Gain) loss on interest rate swaps and commodity hedges, net | (7.5) | | | 25.9 | | |
Amortization and write-off of deferred financing costs | 11.1 | | | 11.2 | | |
Loss on debt extinguishment | — | | | 49.1 | | |
Gain on interest rate swaps and energy hedges, net | | Gain on interest rate swaps and energy hedges, net | (18.5) | | | (6.3) | |
| Equity-based compensation expense | Equity-based compensation expense | 49.0 | | | 28.3 | | Equity-based compensation expense | 35.3 | | | 22.2 | |
Other | Other | (21.2) | | | (28.7) | | Other | 25.2 | | | (22.9) | |
Changes in operating assets and liabilities: | Changes in operating assets and liabilities: | | Changes in operating assets and liabilities: | |
Receivables, net | Receivables, net | (6.4) | | | (21.7) | | Receivables, net | (5.4) | | | (74.7) | |
Inventories, net | Inventories, net | 93.0 | | | 62.2 | | Inventories, net | (134.4) | | | 14.8 | |
Accounts payable, accrued salaries and wages and other accrued liabilities | Accounts payable, accrued salaries and wages and other accrued liabilities | 229.2 | | | 585.4 | | Accounts payable, accrued salaries and wages and other accrued liabilities | (123.2) | | | (31.3) | |
Operating lease liabilities | Operating lease liabilities | (249.3) | | | (228.4) | | Operating lease liabilities | (118.1) | | | (109.5) | |
Self-insurance assets and liabilities | Self-insurance assets and liabilities | 36.3 | | | 24.2 | | Self-insurance assets and liabilities | 24.5 | | | 27.5 | |
Other operating assets and liabilities | Other operating assets and liabilities | 22.6 | | | 255.4 | | Other operating assets and liabilities | 99.8 | | | 118.5 | |
Net cash provided by operating activities | Net cash provided by operating activities | 2,137.7 | | | 2,720.8 | | Net cash provided by operating activities | 991.9 | | | 1,059.0 | |
| Cash flows from investing activities: | Cash flows from investing activities: | | Cash flows from investing activities: | |
Business acquisitions, net of cash acquired | Business acquisitions, net of cash acquired | (23.5) | | | — | | Business acquisitions, net of cash acquired | — | | | (23.5) | |
Payments for property, equipment and intangibles, including payments for lease buyouts | Payments for property, equipment and intangibles, including payments for lease buyouts | (822.5) | | | (702.9) | | Payments for property, equipment and intangibles, including payments for lease buyouts | (613.8) | | | (513.4) | |
Proceeds from sale of long-lived assets | Proceeds from sale of long-lived assets | 24.6 | | | 20.6 | | Proceeds from sale of long-lived assets | 71.8 | | | 15.2 | |
Other investing activities | Other investing activities | 30.9 | | | (4.8) | | Other investing activities | (9.4) | | | 28.7 | |
Net cash used in investing activities | Net cash used in investing activities | (790.5) | | | (687.1) | | Net cash used in investing activities | (551.4) | | | (493.0) | |
| Cash flows from financing activities: | Cash flows from financing activities: | | Cash flows from financing activities: | |
Proceeds from issuance of long-term debt | — | | | 3,500.0 | | |
| Payments on long-term borrowings | Payments on long-term borrowings | (0.5) | | | (3,388.5) | | Payments on long-term borrowings | (0.1) | | | (0.3) | |
Payments of obligations under finance leases | Payments of obligations under finance leases | (32.2) | | | (32.9) | | Payments of obligations under finance leases | (13.1) | | | (14.1) | |
Payment of redemption premium on debt extinguishment | — | | | (41.4) | | |
Payments for debt financing costs | — | | | (15.6) | | |
| Dividends paid on common stock | Dividends paid on common stock | (93.0) | | | — | | Dividends paid on common stock | (63.0) | | | (46.5) | |
Dividends paid on convertible preferred stock | Dividends paid on convertible preferred stock | (59.1) | | | — | | Dividends paid on convertible preferred stock | (22.8) | | | (29.5) | |
Proceeds from convertible preferred stock | — | | | 1,680.0 | | |
Third party issuance costs on convertible preferred stock | — | | | (80.9) | | |
Treasury stock purchase, at cost | — | | | (1,680.0) | | |
| Employee tax withholding on vesting of restricted stock units | Employee tax withholding on vesting of restricted stock units | (11.8) | | | (6.7) | | Employee tax withholding on vesting of restricted stock units | (37.3) | | | (10.0) | |
Other financing activities | Other financing activities | (17.8) | | | (14.7) | | Other financing activities | 6.8 | | | (8.8) | |
Net cash used in financing activities | Net cash used in financing activities | (214.4) | | | (80.7) | | Net cash used in financing activities | (129.5) | | | (109.2) | |
| Net increase in cash and cash equivalents and restricted cash | Net increase in cash and cash equivalents and restricted cash | 1,132.8 | | | 1,953.0 | | Net increase in cash and cash equivalents and restricted cash | 311.0 | | | 456.8 | |
Cash and cash equivalents and restricted cash at beginning of period | Cash and cash equivalents and restricted cash at beginning of period | 1,767.6 | | | 478.9 | | Cash and cash equivalents and restricted cash at beginning of period | 2,952.6 | | | 1,767.6 | |
Cash and cash equivalents and restricted cash at end of period | Cash and cash equivalents and restricted cash at end of period | $ | 2,900.4 | | | $ | 2,431.9 | | Cash and cash equivalents and restricted cash at end of period | $ | 3,263.6 | | | $ | 2,224.4 | |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(in millions, except share data)
(unaudited)
| | | Class A Common Stock | | Additional paid in capital | | Treasury Stock | | Accumulated other comprehensive income | | Retained earnings | | Total stockholders' equity | | Class A Common Stock | | Additional paid in capital | | Treasury Stock | | Accumulated other comprehensive income | | Retained earnings | | Total stockholders' equity |
| | Shares | | Amount | | Shares | | Amount | | | Shares | | Amount | | Shares | | Amount | |
Balance as of February 27, 2021 | 585,574,666 | | | $ | 5.9 | | | $ | 1,898.9 | | | 120,009,647 | | | $ | (1,907.0) | | | $ | 63.5 | | | $ | 1,263.0 | | | $ | 1,324.3 | | |
Balance as of February 26, 2022 | | Balance as of February 26, 2022 | 587,904,283 | | | $ | 5.9 | | | $ | 2,032.2 | | | 99,640,065 | | | $ | (1,647.4) | | | $ | 69.0 | | | $ | 2,564.9 | | | $ | 3,024.6 | |
Equity-based compensation | Equity-based compensation | — | | | — | | | 22.2 | | | — | | | — | | | — | | | — | | | 22.2 | | Equity-based compensation | — | | | — | | | 35.3 | | | — | | | — | | | — | | | — | | | 35.3 | |
Shares issued and employee tax withholding on vesting of restricted stock units | Shares issued and employee tax withholding on vesting of restricted stock units | 945,942 | | | — | | | (10.0) | | | — | | | — | | | — | | | — | | | (10.0) | | Shares issued and employee tax withholding on vesting of restricted stock units | 2,479,845 | | | — | | | (37.3) | | | — | | | — | | | — | | | — | | | (37.3) | |
Convertible preferred stock conversions | | Convertible preferred stock conversions | — | | | — | | | (32.5) | | | (40,863,977) | | | 675.6 | | | — | | | — | | | 643.1 | |
| Cash dividends declared on common stock | — | | | — | | | — | | | — | | | — | | | — | | | (46.5) | | | (46.5) | | |
Cash dividends declared on common stock ($0.12 per common share) | | Cash dividends declared on common stock ($0.12 per common share) | — | | | — | | | — | | | — | | | — | | | — | | | (63.0) | | | (63.0) | |
Dividends accrued on convertible preferred stock | Dividends accrued on convertible preferred stock | — | | | — | | | — | | | — | | | — | | | — | | | (36.4) | | | (36.4) | | Dividends accrued on convertible preferred stock | — | | | — | | | — | | | — | | | — | | | — | | | (13.7) | | | (13.7) | |
Net income | Net income | — | | | — | | | — | | | — | | | — | | | — | | | 444.8 | | | 444.8 | | Net income | — | | | — | | | — | | | — | | | — | | | — | | | 484.2 | | | 484.2 | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | 0.1 | | |
Other comprehensive loss, net of tax | | Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | — | | | (2.8) | | | — | | | (2.8) | |
Other activity | Other activity | — | | | — | | | — | | | — | | | — | | | — | | | (0.1) | | | (0.1) | | Other activity | — | | | — | | | 0.5 | | | — | | | — | | | — | | | (0.3) | | | 0.2 | |
Balance as of June 19, 2021 | 586,520,608 | | | $ | 5.9 | | | $ | 1,911.1 | | | 120,009,647 | | | $ | (1,907.0) | | | $ | 63.6 | | | $ | 1,624.8 | | | $ | 1,698.4 | | |
Equity-based compensation | — | | | — | | | 26.8 | | | — | | | — | | | — | | | — | | | 26.8 | | |
Shares issued and employee tax withholding on vesting of restricted stock units | 147,495 | | | — | | | (1.8) | | | — | | | — | | | — | | | — | | | (1.8) | | |
| Cash dividends declared on common stock | — | | | — | | | — | | | — | | | — | | | — | | | (46.5) | | | (46.5) | | |
Dividends accrued on convertible preferred stock | — | | | — | | | — | | | — | | | — | | | — | | | (27.3) | | | (27.3) | | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 295.2 | | | 295.2 | | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | — | | | 15.1 | | | — | | | 15.1 | | |
| Balance as of September 11, 2021 | 586,668,103 | | | $ | 5.9 | | | $ | 1,936.1 | | | 120,009,647 | | | $ | (1,907.0) | | | $ | 78.7 | | | $ | 1,846.2 | | | $ | 1,959.9 | | |
Balance as of June 18, 2022 | | Balance as of June 18, 2022 | 590,384,128 | | | $ | 5.9 | | | $ | 1,998.2 | | | 58,776,088 | | | $ | (971.8) | | | $ | 66.2 | | | $ | 2,972.1 | | | $ | 4,070.6 | |
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| Class A Common Stock | | Additional paid in capital | | Treasury Stock | | Accumulated other comprehensive income | | Retained earnings | | Total stockholders' equity |
| Shares | | Amount | | | Shares | | Amount | | | |
Balance as of February 27, 2021 | 585,574,666 | | | $ | 5.9 | | | $ | 1,898.9 | | | 120,009,647 | | | $ | (1,907.0) | | | $ | 63.5 | | | $ | 1,263.0 | | | $ | 1,324.3 | |
Equity-based compensation | — | | | — | | | 22.2 | | | — | | | — | | | — | | | — | | | 22.2 | |
Shares issued and employee tax withholding on vesting of restricted stock units | 945,942 | | | — | | | (10.0) | | | — | | | — | | | — | | | — | | | (10.0) | |
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Cash dividends declared on common stock ($0.10 per common share) | — | | | — | | | — | | | — | | | — | | | — | | | (46.5) | | | (46.5) | |
Dividends accrued on convertible preferred stock | — | | | — | | | — | | | — | | | — | | | — | | | (36.4) | | | (36.4) | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 444.8 | | | 444.8 | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | — | | | 0.1 | | | — | | | 0.1 | |
Other activity | — | | | — | | | — | | | — | | | — | | | — | | | (0.1) | | | (0.1) | |
Balance as of June 19, 2021 | 586,520,608 | | | $ | 5.9 | | | $ | 1,911.1 | | | 120,009,647 | | | $ | (1,907.0) | | | $ | 63.6 | | | $ | 1,624.8 | | | $ | 1,698.4 | |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(in millions, except share data)
(unaudited)
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| Class A Common Stock | | Additional paid in capital | | Treasury Stock | | Accumulated other comprehensive loss | | Retained earnings | | Total stockholders' equity |
| Shares | | Amount | | | Shares | | Amount | | | |
Balance as of February 29, 2020 | 582,997,251 | | | $ | 5.8 | | | $ | 1,824.3 | | | 3,671,621 | | | $ | (25.8) | | | $ | (118.5) | | | $ | 592.3 | | | $ | 2,278.1 | |
Issuance of common stock to Company's parents | 1,312,859 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Equity-based compensation | — | | | — | | | 19.0 | | | — | | | — | | | — | | | — | | | 19.0 | |
Employee tax withholding on vesting of restricted stock units | — | | | — | | | (6.2) | | | — | | | — | | | — | | | — | | | (6.2) | |
Repurchase of common stock | — | | | — | | | — | | | 101,611,736 | | | (1,680.0) | | | — | | | — | | | (1,680.0) | |
Dividends accrued on convertible preferred stock | — | | | — | | | — | | | — | | | — | | | — | | | (3.9) | | | (3.9) | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 586.2 | | | 586.2 | |
Other comprehensive income, net of tax | — | | | — | | | — | | | — | | | — | | | 1.7 | | | — | | | 1.7 | |
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Balance as of June 20, 2020 | 584,310,110 | | | $ | 5.8 | | | $ | 1,837.1 | | | 105,283,357 | | | $ | (1,705.8) | | | $ | (116.8) | | | $ | 1,174.6 | | | $ | 1,194.9 | |
Equity-based compensation | — | | | — | | | 9.3 | | | — | | | — | | | — | | | — | | | 9.3 | |
Shares issued and employee tax withholding on vesting of restricted stock units | 22,101 | | | — | | | (0.5) | | | — | | | — | | | — | | | — | | | (0.5) | |
Equity reclassification | — | | | — | | | 30.0 | | | — | | | — | | | — | | | — | | | 30.0 | |
Dividends accrued on convertible preferred stock | — | | | — | | | — | | | — | | | — | | | — | | | (26.9) | | | (26.9) | |
Net income | — | | | — | | | — | | | — | | | — | | | — | | | 284.5 | | | 284.5 | |
Other comprehensive loss, net of tax | — | | | — | | | — | | | — | | | — | | | 10.4 | | | — | | | 10.4 | |
Other activity | — | | | — | | | (0.1) | | | — | | | — | | | — | | | — | | | (0.1) | |
Balance as of September 12, 2020 | 584,332,211 | | | $ | 5.8 | | | $ | 1,875.8 | | | 105,283,357 | | | $ | (1,705.8) | | | $ | (106.4) | | | $ | 1,432.2 | | | $ | 1,501.6 | |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Albertsons Companies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim Condensed Consolidated Financial Statements include the accounts of Albertsons Companies, Inc. and its subsidiaries (the "Company"). All significant intercompany balances and transactions were eliminated. The Condensed Consolidated Balance Sheet as of February 27, 202126, 2022 is derived from the Company's annual audited Consolidated Financial Statements, which should be read in conjunction with these Condensed Consolidated Financial Statements and which are included in the Company's Annual Report on Form 10-K for the fiscal year ended February 27, 2021,26, 2022, filed with the Securities and Exchange Commission (the "SEC") on April 28, 2021.26, 2022. Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for the year. The Company's results of operations are for the 12 and 2816 weeks ended September 11, 2021June 18, 2022 and September 12, 2020.June 19, 2021.
Significant Accounting Policies
Restricted cash: Restricted cash is included in Other current assets or Other assets depending on the remaining term of the restriction and primarily relates to surety bonds and funds held in escrow. The Company had $50.5 million and $50.6 million of restricted cash as of September 11, 2021June 18, 2022 and February 27, 2021.26, 2022, respectively.
Inventories, net: Substantially all of the Company's inventories consist of finished goods valued at the lower of cost or marketnet realizable value and net of vendor allowances. The Company primarily uses either item-cost or the retail inventory or the item-cost method to valuedetermine inventory cost before application of any last-in, first-out ("LIFO") reserve.adjustment. Interim LIFO inventory costs are based on management's estimates of expected year-end inventory levels and inflation rates. The Company recorded LIFO expense of $14.6$62.1 million and $10.1$14.5 million for the 1216 weeks ended September 11,June 18, 2022 and June 19, 2021, and September 12, 2020, respectively, and $29.1 million and $23.2 million for the 28 weeks ended September 11, 2021 and September 12, 2020, respectively.
Equity-based compensation: Convertible Preferred StockEquity-based compensation expense recognized: During the 16 weeks ended June 18, 2022, certain holders of the Company's Series A-1 convertible preferred stock ("Series A-1 preferred stock") and Series A convertible preferred stock ("Series A preferred stock" and together with the Series A-1 preferred stock, the "Convertible Preferred Stock") converted approximately 703,774 shares of Convertible Preferred Stock into 40,863,977 shares of the Company's Class A common stock, which were issued from treasury stock. Subsequent to the end of the 16 weeks ended June 18, 2022, through July 22, 2022, certain holders of the Convertible Preferred Stock converted approximately 4,411 shares of Convertible Preferred Stock into 256,162 shares of the Company's Class A common stock. As a result, the Company has issued, in the Condensed Consolidated Statementsaggregate, 61,489,721 shares of Operations (in millions):
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| | 12 weeks ended | | 28 weeks ended |
| | September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 |
RSUs | | $ | 24.9 | | | $ | 8.0 | | | $ | 44.6 | | | $ | 25.8 | |
RSAs | | 1.9 | | | 1.3 | | | 4.4 | | | 2.5 | |
Total equity-based compensation expense | | $ | 26.8 | | | $ | 9.3 | | | $ | 49.0 | | | $ | 28.3 | |
Total related tax benefit | | $ | 6.4 | | | $ | 2.0 | | | $ | 11.5 | | | $ | 6.6 | |
Class A common stock to holders of Convertible Preferred Stock related to these non-cash conversions, representing approximately 61% of the originally issued Convertible Preferred Stock.
AsConcurrent with the issuance and sale of September 11, 2021, there was $126.2the Convertible Preferred Stock during the first quarter of fiscal 2020, a consolidated real estate subsidiary of the Company entered into a real estate agreement with an affiliate of the holders ("RE Investor") of the Convertible Preferred Stock. Under the terms of the real estate agreement, the Company placed fee owned real estate properties into its real estate subsidiary and contributed $36.5 million of unrecognized costs relatedcash into a restricted escrow account, with a total value of $2.9 billion (165% of the liquidation preference of the Convertible Preferred Stock). The real estate agreement provides that the Company may require the release of properties and/or cash from the escrow account if the holders of Convertible Preferred Stock convert their shares into Class A Common Stock, provided that certain conversion thresholds are met. Subsequent to 11.5 million unvested granted restricted stock units ("RSUs"). That cost is expectedthe end of the 16 weeks ended June 18, 2022, due to be recognized over a weighted average periodthe non-cash conversions of 1.8 years. As of September 11, 2021, there was $7.3 million of unrecognized costs relatedConvertible Preferred Stock to 1.0 million unvested granted restrictedClass A common stock ("RSAs"). That cost is expected to be recognized over a weighted average perioddiscussed above, real estate properties and cash of 1.9 years.
Income taxes: Income tax expense was $100.3$36.5 million, representing a 25.4% effective tax rate, forapproximately 60% of the 12 weeks ended September 11, 2021. Income tax expense was $111.2 million, representing a 28.1% effective tax rate, for the
12 weeksoriginal $2.9 billion, have been released from the restricted escrow account, and the real estate properties are being transferred from the real estate subsidiary to operating subsidiaries. For additional information related to the Convertible Preferred Stock and the Investor Exchange Right, see "Part II—Item 8. Financial Statements and Supplementary Data—Note 9" of the Company's Annual Report on Form 10-K for the fiscal year ended September 12, 2020. The decrease in the effective tax rate was primarily driven by nondeductible transaction-related costs incurred during the 12 weeks ended September 12, 2020.February 26, 2022.
Income taxes: Income tax expense was $232.8$143.3 million, representing a 23.9%22.8% effective tax rate, for the 2816 weeks ended September 11, 2021. Income tax expense was $313.1 million, representing a 26.4%June 18, 2022. The Company's effective tax rate for the 2816 weeks ended September 12, 2020. The decrease inJune 18, 2022 differs from the effectivefederal income tax statutory rate wasof 21% primarily driven by the recognition of discretedue to state income taxes, reduced by vesting of equity-based compensation. Income tax benefits duringexpense was $132.5 million, representing a 23.0% effective tax rate for the 2816 weeks ended September 11, 2021 and certain nondeductible transaction-related costs incurred duringJune 19, 2021. The Company's effective tax rate for the 2816 weeks ended September 12, 2020.June 19, 2021 differs from the federal income tax statutory rate of 21% primarily due to state income taxes.
SegmentsSegments:: The Company and its subsidiaries offer grocery products, general merchandise, health and beauty care products, pharmacy, fuel and other items and services in its stores or through digital channels. The Company's operating divisions are geographically based, have similar economic characteristics and similar expected long-term financial performance. The Company's operating segments and reporting units are its 12 operating divisions, which are reported in 1 reportable segment. Each reporting unit constitutes a business for which discrete financial information is available and for which management regularly reviews the operating results. Across all operating segments, the Company operates primarily 1 store format. Each division offers through its stores and digital channels the same general mix of products with similar pricing to similar categories of customers, has similar distribution methods, operates in similar regulatory environments and purchases merchandise from similar or the same vendors.
Revenue Recognition: Revenues from the retail sale of products are recognized at the point of sale or delivery to the customer, net of returns and sales tax. Pharmacy sales are recorded upon the customer receiving the prescription.product. Third-party receivables from pharmacy sales were $236.0$250.1 million and $262.5$247.5 million as of September 11, 2021June 18, 2022 and February 27, 2021,26, 2022, respectively, and are recorded in Receivables, net. For digital related sales, which primarily include home delivery and Drive Up & Go curbside pickup, revenues are recognized upon either pickup in store or delivery to the customer and may include revenue for separately charged delivery services. The Company records a contract liability when rewards are earned by customers in connection with the Company's loyalty programs. As rewards are redeemed or expire, the Company reduces the contract liability and recognizes revenue. The contract liability balance was immaterial as of September 11, 2021June 18, 2022 and February 27, 2021.26, 2022.
The Company records a contract liability when it sells its own proprietary gift cards. The Company records a sale when the customer redeems the gift card. The Company's gift cards do not expire. The Company reduces the contract liability and records revenue for the unused portion of gift cards ("breakage") in proportion to its customers' pattern of redemption, which the Company determined to be the historical redemption rate. The Company's contract liability related to gift cards was $76.2$101.9 million and $104.3 million as of September 11, 2021June 18, 2022 and $98.1 million as of February 27, 2021. Breakage amounts were immaterial for the 12 and 28 weeks ended September 11, 2021 and September 12, 2020,26, 2022, respectively.
Disaggregated Revenues
The following table represents Net sales and other revenue by product type of similar product (dollars in millions):
| | | 12 weeks ended | | 28 weeks ended | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 | | June 18, 2022 | | June 19, 2021 | |
| | Amount (1) | | % of Total | | Amount (1) | | % of Total | | Amount (1) | | % of Total | | Amount (1) | | % of Total | | Amount (1) | | % of Total | | Amount (1) | | % of Total | |
Non-perishables (2) | Non-perishables (2) | $ | 7,268.5 | | | 44.0 | % | | $ | 7,126.6 | | | 45.2 | % | | $ | 16,538.8 | | | 43.8 | % | | $ | 17,910.4 | | | 46.5 | % | Non-perishables (2) | $ | 11,446.0 | | | 49.1 | % | | $ | 10,742.7 | | | 50.5 | % | |
Perishables (3) | 6,823.2 | | | 41.3 | | | 6,654.1 | | | 42.2 | | | 15,735.8 | | | 41.6 | | | 16,209.7 | | | 42.1 | | |
Fresh (3) | | Fresh (3) | 7,881.5 | | | 33.8 | | | 7,412.5 | | | 34.9 | | |
Pharmacy | Pharmacy | 1,253.4 | | | 7.6 | | | 1,171.8 | | | 7.5 | | | 2,982.0 | | | 7.9 | | | 2,726.7 | | | 7.1 | | Pharmacy | 1,923.5 | | | 8.3 | | | 1,728.6 | | | 8.1 | | |
Fuel | Fuel | 918.5 | | | 5.6 | | | 570.8 | | | 3.6 | | | 1,967.8 | | | 5.2 | | | 1,160.0 | | | 3.0 | | Fuel | 1,654.7 | | | 7.1 | | | 1,049.3 | | | 4.9 | | |
Other (4) | Other (4) | 242.1 | | | 1.5 | | | 234.3 | | | 1.5 | | | 550.7 | | | 1.5 | | | 502.4 | | | 1.3 | | Other (4) | 404.6 | | | 1.7 | | | 336.3 | | | 1.6 | | |
Net sales and other revenue | Net sales and other revenue | $ | 16,505.7 | | | 100.0 | % | | $ | 15,757.6 | | | 100.0 | % | | $ | 37,775.1 | | | 100.0 | % | | $ | 38,509.2 | | | 100.0 | % | Net sales and other revenue | $ | 23,310.3 | | | 100.0 | % | | $ | 21,269.4 | | | 100.0 | % | |
(1) Digital related sales are included in the categories to which the revenue pertains.
(2) Consists primarily of general merchandise, grocery, dairy and frozen foods.
(3) Consists primarily of produce, dairy, meat, deli and prepared foods, bakery, floral and seafood.
(4) Consists primarily of wholesale revenue to third parties, commissions and other miscellaneous revenue.
Recently issued accounting standards: standards: In June 2020,2022, the FASBFinancial Accounting Standards Board ("FASB") issued ASU 2020-06, "Accounting Standards Update ("ASU") 2022-03, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own"Fair Value Measurement (Topic 820): Fair Value Measurement of Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own EquitSecurities Subject to Contractual Sale Restrictions"y" ("ASU 2020-06"2022-03"). ASU 2020-06 simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity's own equity and modifies2022-03 clarifies the guidance on diluted earnings per share calculations asthe fair value measurement of an equity security that is subject to a result of these changes.contractual sale restriction and requires specific disclosures related to such an equity security. ASU 2020-06 will take effect2022-03 is effective for public entities for annual reporting periodsfiscal years beginning after December 15, 2021,2023, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluatingdoes not expect the effectadoption of this standard to have a material impact on its Consolidated Financial Statements.Statements and related disclosures, but evaluation is continuing.
NOTE 2 - FAIR VALUE MEASUREMENTS
The accounting guidance for fair value established a framework for measuring fair value and established a three-level valuation hierarchy for disclosure of fair value measurement. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability at the measurement date. The three levels are defined as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
Level 3 - Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following table presents certain assets and liabilities which were measured at fair value on a recurring basis as of September 11, 2021June 18, 2022 (in millions):
| | | Fair Value Measurements | | Fair Value Measurements |
| | Total | | Quoted prices in active markets for identical assets (Level 1) | | Significant observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total | | Quoted prices in active markets for identical assets (Level 1) | | Significant observable inputs (Level 2) | | Significant unobservable inputs (Level 3) |
Assets: | Assets: | | | | | | | | | Assets: | | | | | | | | |
| Short-term investments (1) | Short-term investments (1) | | $ | 14.7 | | | $ | 5.0 | | | $ | 9.7 | | | $ | — | | Short-term investments (1) | | $ | 17.2 | | | $ | 4.7 | | | $ | 12.5 | | | $ | — | |
Non-current investments (2) | Non-current investments (2) | | 92.6 | | | 19.5 | | | 73.1 | | | — | | Non-current investments (2) | | 94.7 | | | — | | | 94.7 | | | — | |
Derivative contracts (3) | Derivative contracts (3) | | 10.0 | | | — | | | 10.0 | | | — | | Derivative contracts (3) | | 24.5 | | | — | | | 24.5 | | | — | |
Total | Total | | $ | 117.3 | | | $ | 24.5 | | | $ | 92.8 | | | $ | — | | Total | | $ | 136.4 | | | $ | 4.7 | | | $ | 131.7 | | | $ | — | |
| Liabilities: | | |
Derivative contracts (4) | | $ | 26.3 | | | $ | — | | | $ | 26.3 | | | $ | — | | |
| Total | | $ | 26.3 | | | $ | — | | | $ | 26.3 | | | $ | — | | |
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(1) Primarily relates to Mutual Funds (Level 1) and Certificates of Deposit (Level 2). Included in Other current assets.
(2) Primarily relates to investments in publicly traded stock (Level 1) and certain equity investments, U.S. Treasury Notes and Corporate Bonds (Level 2). Included in Other assets.
(3) Primarily relates to energy derivative contracts. Included in Other assets.
(4) Primarily relates tocontracts and interest rate swaps. Included in Other current liabilities.assets.
The following table presents certain assets and liabilities which were measured at fair value on a recurring basis as of February 27, 202126, 2022 (in millions):
| | | | Fair Value Measurements | | | Fair Value Measurements |
| | Total | | Quoted prices in active markets for identical assets (Level 1) | | Significant observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | | Total | | Quoted prices in active markets for identical assets (Level 1) | | Significant observable inputs (Level 2) | | Significant unobservable inputs (Level 3) |
Assets: | Assets: | | | | | | | | | Assets: | | | | | | | | |
| Short-term investments (1) | Short-term investments (1) | | $ | 11.9 | | | $ | 4.4 | | | $ | 7.5 | | | $ | — | | Short-term investments (1) | | $ | 14.4 | | | $ | 4.9 | | | $ | 9.5 | | | $ | — | |
Non-current investments (2) | Non-current investments (2) | | 110.2 | | | 40.3 | | | 69.9 | | | — | | Non-current investments (2) | | 114.7 | | | 10.9 | | | 103.8 | | | — | |
Derivative contracts (3) | | Derivative contracts (3) | | 18.6 | | | — | | | 18.6 | | | — | |
Total | Total | | $ | 122.1 | | | $ | 44.7 | | | $ | 77.4 | | | $ | — | | Total | | $ | 147.7 | | | $ | 15.8 | | | $ | 131.9 | | | $ | — | |
| Liabilities: | Liabilities: | | Liabilities: | |
Derivative contracts (3) | | $ | 40.0 | | | $ | — | | | $ | 40.0 | | | $ | — | | |
| Derivative contracts (4) | | Derivative contracts (4) | | $ | 10.4 | | | $ | — | | | $ | 10.4 | | | $ | — | |
Total | Total | | $ | 40.0 | | | $ | — | | | $ | 40.0 | | | $ | — | | Total | | $ | 10.4 | | | $ | — | | | $ | 10.4 | | | $ | — | |
(1) Primarily relates to Mutual Funds (Level 1) and Certificates of Deposit (Level 2). Included in Other current assets.
(2) Primarily relates to investments in publicly traded stock (Level 1) and certain equity investments, U.S. Treasury Notes and Corporate Bonds (Level 2). Included in Other assets.
(3) Primarily relates to energy derivative contracts. Included in Other assets.
(4) Primarily relates to interest rate swaps. Included in Other current liabilities.
The Company records cash and cash equivalents, restricted cash, accounts receivable and accounts payable at cost. The recorded values of these financial instruments approximate fair value based on their short-term nature.
The estimated fair value of the Company's debt, including current maturities, was based on Level 2 inputs, being market quotes or values for similar instruments, and interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities as a discount rate for the remaining principal payments. As of September 11, 2021,June 18, 2022, the fair value of total debt was $8,325.6$6,774.0 million compared to the carrying value of $7,815.0$7,484.3 million, excluding debt discounts and deferred financing costs. As of February 27, 2021,26, 2022, the fair value of total debt was $8,150.7$7,531.5 million compared to the carrying value of $7,815.5$7,484.6 million, excluding debt discounts and deferred financing costs.
Assets Measured at Fair Value on a Non-Recurring Basis
The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill, which are evaluated for impairment. Long-lived assets include store-related assets such as property and equipment, operating lease assets and certain intangible assets. The inputs used to determine the fair value of long-lived assets and a reporting unit are considered Level 3 measurements due to their subjective nature.
NOTE 3 - DERIVATIVE FINANCIAL INSTRUMENTS
The aggregate notional amount of the Company's interest rate swaps as of September 11, 2021 and February 27, 2021, were $1,553.0 million and $1,653.0 million, respectively, of which none were designated as cash flow hedges as defined by GAAP.
Activity related to interest rate swaps consisted of the following (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | 12 weeks ended | | |
| | September 11, 2021 | | September 12, 2020 | | Location of loss recognized from derivatives |
Loss on undesignated portion of interest rate swaps | | $ | — | | | $ | (0.4) | | | Other income, net |
| | | | | | | | | | | | | | | | | | | | |
| | 28 weeks ended | | |
| | September 11, 2021 | | September 12, 2020 | | Location of loss recognized from derivatives |
Loss on undesignated portion of interest rate swaps | | $ | (0.3) | | | $ | (19.4) | | | Other income, net |
NOTE 43 - LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS
The Company's long-term debt and finance lease obligations as of September 11, 2021June 18, 2022 and February 27, 2021,26, 2022, net of unamortized debt discounts of $43.0$40.2 million and $44.8$41.4 million, respectively, and deferred financing costs of $63.6$53.8 million and $69.8$57.5 million, respectively, consisted of the following (in millions):
| | | | | | | | | | | |
| September 11, 2021 | | February 27, 2021 |
| | | |
Senior Unsecured Notes due 2023 to 2030, interest rate range of 3.25% to 7.50% | $ | 6,686.5 | | | $ | 6,680.5 | |
Safeway Inc. Notes due 2021 to 2031, interest rate range of 4.75% to 7.45% | 504.4 | | | 504.3 | |
New Albertsons L.P. Notes due 2026 to 2031, interest rate range of 6.52% to 8.70% | 470.9 | | | 469.1 | |
| | | |
Other financing obligations | 29.2 | | | 29.4 | |
Mortgage notes payable, secured | 17.4 | | | 17.6 | |
Finance lease obligations | 632.2 | | | 612.7 | |
Total debt | 8,340.6 | | | 8,313.6 | |
Less current maturities | (211.5) | | | (212.4) | |
Long-term portion | $ | 8,129.1 | | | $ | 8,101.2 | |
Senior Unsecured Notes
On October 1, 2021, subsequent to the end of the 12 weeks ended September 11, 2021, the Company provided notice to the holders and trustee, of its election to redeem all of the $200.0 million aggregate principal amount currently outstanding of the Company's 5.750% Senior Unsecured Notes due 2025 (the "2025 Notes"). The 2025 Notes will be redeemed on November 1, 2021 (the "Redemption Date"), using cash on hand, at a redemption price of 101.438% of the principal amount thereof plus accrued and unpaid interest on the 2025 Notes to, but excluding, the Redemption Date.
| | | | | | | | | | | |
| June 18, 2022 | | February 26, 2022 |
| | | |
Senior Unsecured Notes due 2023 to 2030, interest rate range of 3.25% to 7.50% | $ | 6,496.0 | | | $ | 6,492.5 | |
Safeway Inc. Notes due 2027 to 2031, interest rate range of 7.25% to 7.45% | 374.5 | | | 374.4 | |
New Albertsons L.P. Notes due 2026 to 2031, interest rate range of 6.52% to 8.70% | 473.7 | | | 472.6 | |
| | | |
Other financing obligations | 29.0 | | | 29.1 | |
Mortgage notes payable, secured | 17.1 | | | 17.1 | |
Finance lease obligations | 556.3 | | | 579.4 | |
Total debt | 7,946.6 | | | 7,965.1 | |
Less current maturities | (825.4) | | | (828.8) | |
Long-term portion | $ | 7,121.2 | | | $ | 7,136.3 | |
ABL Facility
As of September 11, 2021June 18, 2022 and February 27, 2021,26, 2022, there were no amounts outstanding under the Company's asset-based loan facility ("ABL Facility"), and letters of credit ("LOC") issued under the LOC sub-facility were $323.8$249.6 million and $354.6$249.4 million, respectively.
NOTE 54 - EMPLOYEE BENEFIT PLANS
Pension and Other Post-Retirement Benefits
The following tables providetable provides the components of net pension and post-retirement (income) expense (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 weeks ended |
| Pension | | Other post-retirement benefits |
| September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 |
Estimated return on plan assets | $ | (24.5) | | | $ | (23.7) | | | $ | — | | | $ | — | |
Service cost | 5.1 | | | 3.5 | | | — | | | — | |
Interest cost | 9.7 | | | 12.6 | | | 0.1 | | | 0.1 | |
Amortization of prior service cost | — | | | — | | | — | | | 0.4 | |
Amortization of net actuarial loss (gain) | 0.2 | | | 0.5 | | | (0.1) | | | (0.1) | |
Settlement (gain) loss | (14.3) | | | 3.0 | | | — | | | — | |
(Income) expense, net | $ | (23.8) | | | $ | (4.1) | | | $ | — | | | $ | 0.4 | |
| | | 28 weeks ended | | 16 weeks ended |
| | Pension | | Other post-retirement benefits | | Pension | | Other post-retirement benefits |
| | September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 | | June 18, 2022 | | June 19, 2021 | | June 18, 2022 | | June 19, 2021 |
Estimated return on plan assets | Estimated return on plan assets | $ | (57.2) | | | $ | (55.2) | | | $ | — | | | $ | — | | Estimated return on plan assets | $ | (28.6) | | | $ | (32.7) | | | $ | — | | | $ | — | |
Service cost | Service cost | 12.0 | | | 8.3 | | | — | | | — | | Service cost | 6.2 | | | 6.9 | | | — | | | — | |
Interest cost | Interest cost | 22.7 | | | 29.2 | | | 0.2 | | | 0.2 | | Interest cost | 15.8 | | | 13.0 | | | 0.1 | | | 0.1 | |
Amortization of prior service cost | Amortization of prior service cost | 0.1 | | | 0.1 | | | — | | | 1.0 | | Amortization of prior service cost | 0.1 | | | 0.1 | | | — | | | — | |
Amortization of net actuarial loss (gain) | Amortization of net actuarial loss (gain) | 0.5 | | | 1.1 | | | (0.3) | | | (0.3) | | Amortization of net actuarial loss (gain) | 0.2 | | | 0.3 | | | (0.1) | | | (0.2) | |
Settlement (gain) loss | (14.3) | | | 3.0 | | | — | | | — | | |
| (Income) expense, net | (Income) expense, net | $ | (36.2) | | | $ | (13.5) | | | $ | (0.1) | | | $ | 0.9 | | (Income) expense, net | $ | (6.3) | | | $ | (12.4) | | | $ | — | | | $ | (0.1) | |
The Company contributed $9.2$3.2 million and $11.2$2.0 million to its defined pension plans and post-retirement benefit plans during the 12 and 2816 weeks ended September 11,June 18, 2022 and June 19, 2021, respectively. For the 12 and 28 weeks ended September 12, 2020, the Company contributed $1.7 million and $56.3 million, respectively. At the Company's discretion, additional funds may be contributed to the defined benefit pension plans that are determined to be beneficial to the Company. The Company currently anticipates contributing an additional $26.1 million to these plans for the remainder of fiscal 2021.
During the 12 and 28 weeks ended September 11, 2021, the Company purchased a group annuity policy and transferred $203.5 million of pension plan assets to an insurance company, thereby reducing the Company's defined benefit pension obligations by $205.4 million. As a result of the annuity purchase, the Company recorded a settlement gain of $11.1 million during the 12 and 28 weeks ended September 11, 2021.
Defined Contribution Plans and Supplemental Retirement Plans
Total contributions expensed for defined contributionCompany. The Company currently anticipates contributing an additional $17.9 million to these plans (401(k) plans) were $26.4 million and $16.3 million for the 12 weeks ended September 11, 2021 and September 12, 2020, respectively. For the 28 weeks ended September 11, 2021 and September 12, 2020, total contributions expensed were $42.6 million and $38.1 million, respectively.remainder of fiscal 2022.
Multiemployer Pension Plans
ARP Act:The American Rescue Plan Act ("ARP Act"), which was signed into law on March 11, 2021. The ARP Act establishes2021, established a special financial assistance program for financially troubled multiemployer pension plans. Under the ARP Act, eligible multiemployer plans can apply to receive a one-time cash payment in thean amount projected by the Pension Benefit Guaranty Corporation ("PBGC") to pay pension benefits through the plan year ending 2051. On July 9,In the fourth quarter of fiscal 2021, the PBGC issuedCombined Plan submitted its interim final rule with respectapplication to thereceive one-time special financial assistance program. Theassistance. During the 16 weeks ended June 18, 2022, the Combined Plan received approval and payment from the PBGC interim final rule provides direction on the application requirements, identifies which plans will have priority, eligibility requirements, the determinationfor $1.2 billion in special financial assistance. For additional information, including a description and definition of the amount of financial assistance to be provided and establishes conditions and restrictions that apply to plans that receiveCombined Plan, as well as the assistance. The Company is evaluatingimpact on the interim final rule and has submitted comments during the 30-day comment period. The Company's evaluation includes any potential impact to the Company's Excess Plan, as defined in and further described intherein, see "Part II—Item 8. Financial Statements and SupplementalSupplementary Data—Note 12" of the Company's Annual Report on Form 10-K for the fiscal year ended February 27, 2021.26, 2022.
NOTE 65 - COMMITMENTS AND CONTINGENCIES AND OFF BALANCE SHEET ARRANGEMENTS
Guarantees
California Department of Industrial Relations: On January 21, 2014, the Company entered into a Collateral Substitution Agreement with the California Self-Insurers' Security Fund to provide collateral related to certain California self-insured workers' compensation obligations pursuant to applicable regulations. The collateral not covered by the California Self-Insurers' Security Fund is covered by surety bonds for the benefit of the State of California Office of Self-Insurance Plans. A portion of the surety bonds is covered by irrevocable LOCs. The collateral requirements are adjusted annually based on semi-annual filings of an actuarial study reflecting liabilities as of December 31 of each year reduced by claim closures and settlements. The related LOC was $22.6$1.7 million as of September 11, 2021June 18, 2022 and $40.1$9.2 million as of February 27, 2021, respectively.26, 2022.
Lease Guarantees: The Company may have liability under certain operating leases that were assigned to third parties. If any of these third parties fail to perform their obligations under the leases, the Company could be responsible for the lease obligation, including as a result of the economic dislocation caused by the response to the COVID-19 pandemic.obligation. Because of the wide dispersion among third parties and the variety of remedies available, the Company believes that if an assignee became insolvent, it would not have a material effect on the Company's financial condition, results of operations or cash flows.
The Company also provides guarantees, indemnifications and assurances pursuant to contractual obligationsothers in the ordinary course of its business.
Legal Proceedings
The Company is subject from time to time to various claims and lawsuits, arising in the ordinary course of business, including lawsuitsmatters involving trade practices, personnel and employment issues, lawsuits alleging violations of state and/or federal wage and hour laws, (including alleged violations of meal and rest period laws and alleged misclassification issues), real estate disputes, personal injury, antitrust claims, packaging or product claims, claims related to the sale of drug or pharmacy products, such as well asopioids, intellectual property claims and other matters.proceedings arising in or outside of the ordinary course of business. Some of these claims or suits purport or may be determined to be class actions and/or seek substantial damages. It is the opinion of the Company's management that although the amount of liability with
respect to certain of the matters described herein cannot be ascertained at this time, any resulting liability of these and other matters, including any punitive damages, will not have a material adverse effect on the Company's business or overall financial condition.
The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made provisions where the loss contingency is probable and can be reasonably estimated. Nonetheless, assessing and predicting the outcomes of these matters involves substantial uncertainties. ManagementWhile management currently believes that the aggregate range of reasonably possible loss for the Company's exposure in excess of the amount accrued is expected to be immaterial to the Company. Itestimated liabilities currently recorded are reasonable, it remains possible that despite management's current belief, material differences in actual outcomes or changes in management's evaluation or predictions could arise that could have abe material effect onto the Company's financial condition, results of operations or cash flows.
ERISA Litigation: NaN lawsuits were brought against Safeway Inc. ("Safeway") and the Safeway Benefits Plan Committee (the "Benefit Plans Committee," and together with Safeway, the "Safeway Benefits Plans Defendants") and other third parties alleging breaches of fiduciary duty under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") with respect to Safeway's 401(k) Plan (the "Safeway 401(k) Plan"). On July 14, 2016, a complaint was filed in the United States District Court for the Northern District of California by a participant in the Safeway 401(k) Plan individually and on behalf of the Safeway 401(k) Plan. An amended complaint was filed on November 18, 2016. On August 25, 2016, a second complaint was filed in the United States District Court for the Northern District of California by another participant in the Safeway 401(k) Plan individually and on behalf of all others similarly situated against the Safeway Benefits Plans Defendants and against the Safeway 401(k) Plan's former record-keepers. An amended complaint was filed on September 16, 2016, and a second amended complaint was filed on November 21, 2016. In general, both lawsuits alleged that the Safeway Benefits Plans Defendants breached their fiduciary duties under ERISA regarding the selection of investments offered under the Safeway 401(k) Plan and the fees and expenses related to those investments. All parties filed summary judgment motions which were heard and taken under submission on August 16, 2018. Plaintiffs' motions were denied, and defendants' motions were granted in part and denied in part. Bench trials for both matters were set for May 6, 2019. A settlement in principle was reached before trial. On September 13, 2019, settlement papers were filed with the Court along with a motion for preliminary approval of the settlement. A hearing for preliminary approval was set for November 20, 2019, but the Court vacated the hearing. The Court issued an order on March 30, 2020 requesting some minor changes to the notice procedures, and plaintiffs submitted an amended motion for preliminary approval.On September 8, 2020, the Court granted plaintiffs' amended motion, and a final approval hearing was held on April 26, 2021, at which time the Court took the matter under submission. On July 19, 2021, the Court issued a final order approving the settlement. In August 2021, a settlement fund was established with funds from insurers. A settlement administrator is now managing the calculation and payment of settlement provisions to class members.
False Claims Act: The Company has received a civil investigative demand dated February 28, 2020 from the United States Attorney for the Southern District of New York in connection with a False Claims Act ("FCA") investigation relating to the Company's dispensing practices regarding insulin pen products. The investigation seeks documents regarding the Company's policies, practices and procedures, as well as dispensing data, among other things. The Company has cooperated with the U.S. Attorney in the investigation. The Company is currently unable to determine the probability of the outcome of this matter or the range of possible loss, if any.
NaN qui tam actions alleging violations of the FCAFalse Claims Act ("FCA") have also been filed against the Company and its subsidiaries. Violations of the FCA are subject to treble damages and penalties of up to a specified dollar amount per false claim.
In United States ex rel. Proctor v. Safeway, filed in the United States District Court for the Central District of Illinois, the relator alleges that Safeway overcharged federal government healthcare programs by not providing the federal government, as part of its usual and customary prices, the benefit of discounts given to customers in pharmacy membership discount and price-matching programs. The relator filed his complaint under seal on November 11, 2011, and the complaint was unsealed on August 26, 2015. The relator amended the complaint on
March 31, 2016. On June 12, 2020, the Court granted Safeway's motion for summary judgment, holding that the relator could not prove that Safeway acted with the intent required under the FCA, and judgment was issued on June 15, 2020. On July 10, 2020, the relator filed a motion to alter or amend the judgment and to supplement the record, which Safeway opposed. On November 13, 2020, the Court denied relator's motion, and on December 11, 2020, relator filed a notice of appeal. The appeal is now pending inOral arguments took place September 9, 2021 and the Seventh Circuit Court of Appeals. Oral argument took place September 9, 2021.Appeals affirmed the judgement in the Company's favor on April 5, 2022. Relators have until August 4, 2022 to file a petition seeking review by the U.S. Supreme Court.
In United States ex rel. Schutte and Yarberry v. SuperValu, New Albertson's, Inc., et al., also filed in the Central District of Illinois, the relators allege that defendants (including various subsidiaries of the Company) overcharged federal government healthcare programs by not providing the federal government, as a part of usual and customary prices, the benefit of discounts given to customers who requested that defendants match competitor prices. The complaint was originally filed under seal and amended on November 30, 2015. On August 5, 2019, the Court granted relators' motion for partial summary judgment, holding that price-matched prices are the usual and customary prices for those drugs. On July 1, 2020, the Court granted the defendants' motions for summary judgment and dismissed the case, holding that the relator could not prove that defendants acted with the intent required under the FCA. Judgment was issued on July 2, 2020. On July 9, 2020, the relators filed a notice of appeal. Oral argument was held on January 19, 2021. On August 12, 2021, the Court of Appeals for the Seventh Circuit affirmed the grant of summary judgment in the Company's favor. On September 23, 2021, the relators filed a petition for rehearing en banc with the Seventh Circuit. The Company's responseOn December 3, 2021, the Seventh Circuit denied relators' petition. On April 1, 2022, relators filed a petition to seek review by the petition for rehearing is due by November 9, 2021.U.S. Supreme Court.
In both of the above cases, the federal government previously investigated the relators' allegations and declined to intervene. The relators elected to pursue their respective cases on their own and in each case have alleged FCA damages in excess of $100 million before trebling and excluding penalties. The Company is vigorously defending each of these matters and believes each of these cases is without merit. The Company has recorded an estimated liability for these matters.
Pharmacy Benefit Manager (PBM) Litigation: The Company (including its subsidiary, Safeway Inc.) is a defendant in a lawsuit filed on January 21, 2021, in Minnesota state court, captioned Health Care Service Corp. et al. v. Albertsons Companies, LLC, et al. The action challenges certain prescription-drug prices reported by the Company to a pharmacy benefit manager, Prime Therapeutics LLC ("Prime"), which in turn contracted with the health-insurer plaintiffs to adjudicate and process prescription-drug reimbursement claims.
On December 7, 2021, the Company filed a motion to dismiss the complaint. On January 14, 2022, the court denied the Company's motion to dismiss as to all but one count, plaintiffs' claim of negligent misrepresentation. On January 21, 2022, the Company and co-defendant SUPERVALU, Inc. ("SUPERVALU") filed a third-party complaint against Prime, asserting various claims, including: indemnification, fraud and unjust enrichment. On February 17, 2022, the Company filed in the Minnesota Court of Appeals an interlocutory appeal of the denial of their motion to dismiss on personal jurisdiction grounds (the "Jurisdictional Appeal"). On February 24, 2022, the Company and SUPERVALU filed in the trial court an unopposed motion to stay proceedings, pending the resolution of the Jurisdictional Appeal. The parties agreed on March 6, 2022, to an interim stay in the trial court pending a ruling on the unopposed motion to stay proceedings. The Jurisdictional Appeal is currently pending.
The Company is vigorously defending the claims filed against it, and believes the claims are without merit. The Company also intends to prosecute its claims against Prime with equal vigor. The Company has recorded an estimated liability for these matters.
Opioid Litigation: The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to the national opioid epidemic. At present, the Company is named in over 8090 suits pending in various state courts as well as in the United States District Court for the Northern District of Ohio, where over 2,000 cases have been consolidated as Multi-District Litigation ("MDL") pursuant to 28 U.S.C. §1407. Most of these cases have been stayed pending bellwether trials. At present, the most active case is a matter in New Mexico state court where we have been in active discovery and where a September 2022 trial date has been set. The MDL Court and aA trial has also been scheduled in Nevada state court in Utahfor April 2023. Cases filed by Tarrant County (Texas), Santa Fe County (New Mexico), Washington County (Utah) and the State of Nevada are currently considering position statements from the parties in connection with scheduling bellwether trials and it is likely that the Company may be included in one or more of those anticipated bellwether trials.proceeding through discovery. The Company is vigorously defending these matters and believes that these cases are without merit. At this stage in the proceedings, the Company is unable to determine the probability of the outcome of these matters or the range of reasonably possible loss, if any.
California Air Resources Board:Oregon Class Action: UponA putative class action complaint entitled Schearon Stewart and Jason Stewart v. Safeway Inc. is pending in Circuit Court, County of Multnomah, State of Oregon, alleging that Safeway engaged in unfair trade practices, in violation of Oregon's Unlawful Trade Practices Act (ORS 646.608), regarding the inspection bysale of certain meat products in 2015 and 2016 with its "Buy One, Get One Free" and similar promotions. Safeway denies plaintiffs' claim and is vigorously defending itself in the California Air Resources Board ("CARB") of several of the Company's stores in California, it was determined that the Company failed certain paperwork and other administrative requirements. As a result of the inspections, the Company proactively undertook a broad evaluation of the record keeping and administrative practices at all of its stores in California. In connection with this evaluation, the Company retained a third party to conduct an audit and correct deficiencies identified across its California store base.matter. The Company is working with CARB to resolve these compliance issues and comply with governing regulations, and that work is ongoing. CARB has made an opening demand regarding potential fines and penalties. On July 7, 2021, the parties entered into a settlement agreement for which the Company has recorded an estimated liability.liability for this matter.
FACTA: On May 31, 2019, a putative class action complaint entitled Martin v. Safeway was filed in the California Superior Court for the County of Alameda, alleging the Company failed to comply with the Fair and Accurate Credit Transactions Act ("FACTA") by printing receipts that failed to adequately mask payment card numbers as
required by FACTA. The plaintiff claims the violation was "willful" and exposes the Company to statutory damages provided for in FACTA. The Company has answered the complaint and is vigorously defending the matter. On January 8, 2020, the Company commenced mediation discussions with plaintiff's counsel and reached a settlement in principle on February 24, 2020. The partiesOn May 5, 2022, the court approved the negotiated settlement. Pursuant to the settlement, funds have been paid to a claims administrator, who will seek court approvaloversee the processing of claims.
Plated Litigation: On September 1, 2020, a complaint entitled Shareholder Representative Services LLC v. Albertsons Companies Inc. was filed in Delaware Chancery Court where Shareholder Representative Services LLC sued on behalf of former shareholders and rightsholders of DineInFresh, Inc. d/b/a Plated ("Plated"). Plaintiff alleged that, following the Company's acquisition of Plated, pursuant to a September 19, 2017 Agreement and Plan of Merger, the Company intentionally engaged in conduct to prevent Plated from reaching certain milestones that would have resulted in post-acquisition consideration paid to Plated shareholders and rightsholders. Plaintiff alleged breach of contract, breach of the settlement.implied covenant of good faith and fair dealing, and fraudulent inducement. On October 21, 2020, the Company filed a motion to dismiss the complaint. On June 7, 2021, the Court granted the motion in part, dismissing all claims except for the breach-of-contract claim. The Company has recorded an estimated liability foris vigorously defending
itself in the lawsuit and believes that the case is without merit. At this matter.stage in the proceedings, the Company is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.
Other Commitments
In the ordinary course of business, the Company enters into various supply contracts to purchase products for resale and purchase and service contracts for fixed asset and information technology commitments. These contracts typically include volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations.
NOTE 76 - OTHER COMPREHENSIVE INCOME OR LOSS
Total comprehensive earnings are defined as all changes in stockholders' equity during a period, other than those from investments by or distributions to the stockholders. Generally, for the Company, total comprehensive income or loss equals net income plus or minus adjustments for pension and other post-retirement liabilities. Total comprehensive earnings represent the activity for a period net of tax.
While total comprehensive earnings are the activity in a period and are largely driven by net earnings in that period, accumulated other comprehensive income or loss ("AOCI") represents the cumulative balance of other comprehensive income, net of tax, as of the balance sheet date. Changes in the AOCI balance by component are shown below (in millions):
| | | | | | | | | | | | | | | | | | | |
| 28 weeks ended September 11, 2021 |
| Total | | Pension and Post-retirement benefit plans | | | | Other |
Beginning balance | $ | 63.5 | | | $ | 61.3 | | | | | $ | 2.2 | |
| | | | | | | |
Other comprehensive income before reclassifications | 34.3 | | | 34.3 | | | | | — | |
Amounts reclassified from accumulated other comprehensive income | (14.0) | | | (14.0) | | | | | — | |
Tax expense | (5.1) | | | (5.1) | | | | | — | |
Current-period other comprehensive income, net of tax | 15.2 | | | 15.2 | | | | | — | |
Ending balance | $ | 78.7 | | | $ | 76.5 | | | | | $ | 2.2 | |
| | | | | | | | | | | | | | | | | | | |
| 16 weeks ended June 18, 2022 |
| Total | | Pension and Post-retirement benefit plans | | | | Other |
Beginning AOCI balance | $ | 69.0 | | | $ | 67.1 | | | | | $ | 1.9 | |
| | | | | | | |
Other comprehensive loss before reclassifications | (4.0) | | | — | | | | | (4.0) | |
Amounts reclassified from accumulated other comprehensive income (1) | 0.2 | | | 0.2 | | | | | — | |
Tax benefit | 1.0 | | | — | | | | | 1.0 | |
Current-period other comprehensive (loss) income, net of tax | (2.8) | | | 0.2 | | | | | (3.0) | |
Ending AOCI balance | $ | 66.2 | | | $ | 67.3 | | | | | $ | (1.1) | |
| | | 28 weeks ended September 12, 2020 | | 16 weeks ended June 19, 2021 |
| | Total | | Pension and Post-retirement benefit plans | | | Other | | Total | | Pension and Post-retirement benefit plans | | | Other |
Beginning balance | $ | (118.5) | | | $ | (121.7) | | | | $ | 3.2 | | |
Other comprehensive income before reclassifications | 11.1 | | | 9.6 | | | | 1.5 | | |
Beginning AOCI balance | | Beginning AOCI balance | $ | 63.5 | | | $ | 61.3 | | | | $ | 2.2 | |
| Amounts reclassified from accumulated other comprehensive income(1) | Amounts reclassified from accumulated other comprehensive income(1) | 4.9 | | | 4.9 | | | | — | | Amounts reclassified from accumulated other comprehensive income(1) | 0.2 | | | 0.2 | | | | — | |
Tax expense | Tax expense | (3.9) | | | (3.6) | | | | (0.3) | | Tax expense | (0.1) | | | (0.1) | | | | — | |
Current-period other comprehensive income, net of tax | Current-period other comprehensive income, net of tax | 12.1 | | | 10.9 | | | | 1.2 | | Current-period other comprehensive income, net of tax | 0.1 | | | 0.1 | | | | — | |
Ending balance | $ | (106.4) | | | $ | (110.8) | | | | $ | 4.4 | | |
Ending AOCI balance | | Ending AOCI balance | $ | 63.6 | | | $ | 61.4 | | | | $ | 2.2 | |
(1) These amounts are included in the computation of net pension and post-retirement (income) expense. For additional information, see Note 4 - Employee Benefit Plans.
NOTE 87 - NET INCOME PER CLASS A COMMON SHARE
The Company calculates basic and diluted net income per Class A common share using the two-class method. The two-class method is an allocation formula that determines net income per Class A common share for each share of Class A common stock and the Company's Series A-1 convertible preferred stock ("Series A-1 preferred stock") and Series A convertible preferred stock ("Series A preferred stock" and together with the Series A-1 preferred stock, the "ConvertibleConvertible Preferred Stock"),Stock, a participating security, according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to Class A common shares and Convertible Preferred Stock based on their respective rights to receive dividends. The holders of Convertible Preferred Stock participate in cash dividends that the Company pays on its common stock to the extent that such cash dividends exceed $206.25 million per fiscal year. In applying the two-class method to interim periods, the Company allocates income to its quarterly periods independently and discretely from its year-to-date and annual periods. Basic net income per Class A common share is computed by dividing net income allocated to Class A common stockholders by the weighted average number of Class A common shares outstanding for the period, including Class A common shares to be issued with no prior remaining contingencies prior to issuance. Diluted net income per Class A common share is computed based on the weighted average number of shares of Class A common stock outstanding during each period, plus potential Class A common shares considered outstanding during the period, as long as the inclusion of such awards is not antidilutive. Potential Class A common shares consist of unvested RSUs and RSAsrestricted stock units ("RSUs"), restricted common stock ("RSAs") and Convertible Preferred Stock, using the more dilutive of either the two-class method or as-converted stock method. Performance-based RSUs are considered dilutive when the related performance criterion has been met.
The components of basic and diluted net income per Class A common share were as follows (in millions, except per share data):
| | | 12 weeks ended | | 28 weeks ended | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 | | June 18, 2022 | | June 19, 2021 | |
Basic net income per Class A common share | Basic net income per Class A common share | | | | | | | | Basic net income per Class A common share | | | | |
Net income | Net income | $ | 295.2 | | | $ | 284.5 | | | $ | 740.0 | | | $ | 870.7 | | Net income | $ | 484.2 | | | $ | 444.8 | | |
Accrued dividends on Convertible Preferred Stock | Accrued dividends on Convertible Preferred Stock | (27.3) | | | (26.9) | | | (63.7) | | | (30.8) | | Accrued dividends on Convertible Preferred Stock | (13.7) | | | (36.4) | | |
Earnings allocated to Convertible Preferred Stock | Earnings allocated to Convertible Preferred Stock | (11.0) | | | (9.0) | | | (84.2) | | | (9.0) | | Earnings allocated to Convertible Preferred Stock | (26.9) | | | (36.2) | | |
Net income allocated to Class A common stockholders - Basic | Net income allocated to Class A common stockholders - Basic | $ | 256.9 | | | $ | 248.6 | | | $ | 592.1 | | | $ | 830.9 | | Net income allocated to Class A common stockholders - Basic | $ | 443.6 | | | $ | 372.2 | | |
| Weighted average Class A common shares outstanding - Basic (1) | Weighted average Class A common shares outstanding - Basic (1) | 465.3 | | | 477.3 | | | 465.2 | | | 529.2 | | Weighted average Class A common shares outstanding - Basic (1) | 513.3 | | | 465.1 | | |
| Basic net income per Class A common share | Basic net income per Class A common share | $ | 0.55 | | | $ | 0.52 | | | $ | 1.27 | | | $ | 1.57 | | Basic net income per Class A common share | $ | 0.86 | | | $ | 0.80 | | |
| Diluted net income per Class A common share | Diluted net income per Class A common share | | Diluted net income per Class A common share | | |
Net income allocated to Class A common stockholders - Basic | Net income allocated to Class A common stockholders - Basic | $ | 256.9 | | | $ | 248.6 | | | $ | 592.1 | | | $ | 830.9 | | Net income allocated to Class A common stockholders - Basic | $ | 443.6 | | | $ | 372.2 | | |
Accrued dividends on Convertible Preferred Stock | Accrued dividends on Convertible Preferred Stock | 27.3 | | | 26.9 | | | — | | | 30.8 | | Accrued dividends on Convertible Preferred Stock | 13.7 | | | 36.4 | | |
Earnings allocated to Convertible Preferred Stock | Earnings allocated to Convertible Preferred Stock | 11.0 | | | 9.0 | | | — | | | 9.0 | | Earnings allocated to Convertible Preferred Stock | 26.9 | | | 36.2 | | |
Net income allocated to Class A common stockholders - Diluted | Net income allocated to Class A common stockholders - Diluted | $ | 295.2 | | | $ | 284.5 | | | $ | 592.1 | | | $ | 870.7 | | Net income allocated to Class A common stockholders - Diluted | $ | 484.2 | | | $ | 444.8 | | |
| Weighted average Class A common shares outstanding - Basic (1) | Weighted average Class A common shares outstanding - Basic (1) | 465.3 | | | 477.3 | | | 465.2 | | | 529.2 | | Weighted average Class A common shares outstanding - Basic (1) | 513.3 | | | 465.1 | | |
Dilutive effect of: | Dilutive effect of: | | Dilutive effect of: | | |
Restricted stock units and awards | Restricted stock units and awards | 6.1 | | | 4.0 | | | 5.4 | | | 4.3 | | Restricted stock units and awards | 4.8 | | | 4.7 | | |
Convertible Preferred Stock (2) | Convertible Preferred Stock (2) | 101.6 | | | 101.6 | | | — | | | 49.8 | | Convertible Preferred Stock (2) | 58.2 | | | 101.6 | | |
Weighted average Class A common shares outstanding - Diluted (3) | Weighted average Class A common shares outstanding - Diluted (3) | 573.0 | | | 582.9 | | | 470.6 | | | 583.3 | | Weighted average Class A common shares outstanding - Diluted (3) | 576.3 | | | 571.4 | | |
| Diluted net income per Class A common share | Diluted net income per Class A common share | $ | 0.52 | | | $ | 0.49 | | | $ | 1.26 | | | $ | 1.49 | | Diluted net income per Class A common share | $ | 0.84 | | | $ | 0.78 | | |
(1) There were 0.3 millionThe number of Class A common shares remaining to be issued for the 12 and 2816 weeks ended September 11,June 18, 2022 and June 19, 2021 compared to 0.4 million Class A common shares remaining to be issued for the 12 and 28 weeks ended September 12, 2020.were not material.
(2) Reflects the number of shares of Convertible Preferred Stock issued, if converted into common stock for the period outstanding. For the 28 weeks ended September 11, 2021, 101.6 million potential common shares outstanding related to Convertible Preferred Stock were antidilutive.
(3) There were noThe number of potential Class A common shares outstanding related to RSUs and RSAs that were antidilutive for the 12 and 2816 weeks ended September 11, 2021. ThereJune 18, 2022 and June 19, 2021 were no potential Class A common shares outstanding related to RSUs and RSAs that were antidilutive for the 12 and 28 weeks ended September 12, 2020.
not material.
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND FACTORS THAT IMPACT OUR OPERATING RESULTS AND TRENDS
This Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. The "forward-looking statements" include our current expectations, assumptions, estimates and projections about our business and our industry. They include statements relating to our future operating or financial performance which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as "outlook," "may," "should," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future" and "intends" and similar expressions which are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict, including, among others, others:
•changes in macroeconomic conditions and uncertainty regarding the geopolitical environment;
•retail consumer behavior and environment and the Company's industry, industry;
•ability to attract and retain qualified associates and negotiate acceptable contracts with labor unions;
•failure to achieve productivity initiatives, initiatives;
•increased rates of food price inflation, as well as fuel and commodity prices;
•availability of agricultural commodities and raw materials used in our food products;
•ability to enter into strategic transactions, investments or partnerships in the future on terms acceptable to us, or at all; and
•factors related to the continued impact of the COVID-19 pandemic, about which there are still many unknowns, including its duration, recurrence, new virus strains,variants, status and effectiveness of vaccinations, duration and scope of related government orders, financial assistance programs, mandates and regulations and the extent of the overall impact to our business and the communities we serve. Such risks and uncertainties could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In evaluating forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the "Risk Factors" section or other sections in our reports filed with the SEC including the most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this Form 10-Q reflect our view only as of the date of this Form 10-Q. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
While certain aspects of our financial results have been favorably impacted by increased demand during the COVID-19 pandemic, in addition to favorable consumer conditions including incremental financial assistance provided by various government agencies, our business continues to experience challenges to meet customer demand. We have experienced increased labor shortages due to COVID-19 variants resulting in operational disruptions. Together with labor shortages and higher demand for talent, the current economic environment is driving higher wages. Labor shortages could also impact our ability to negotiate acceptable contracts with labor unions which could result in strikes by affected workers and thereby significantly disrupt our operations. Our ability to meet labor needs, control wage and labor-related costs and minimize labor disruptions will be key to our success of operating our business and executing our business strategies. Furthermore, our business is experiencing an inflationary environment and food price inflation, which has benefited our sales and gross margin growth but has negatively impacted our gross margin rates. We are unable to predict how long the current inflationary environment, including increased energy costs, will continue. We expect the economic environment to remain uncertain as we
navigate the current geopolitical environment, the COVID-19 pandemic, labor challenges, supply chain constraints and the current inflationary environment, including increasing energy and commodity prices.
Such risks and uncertainties could cause actual results to differ materially from those expressed or forecasted by us. In evaluating our financial results and forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the "Risk Factors" section or other sections in our reports filed with the SEC including the most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K.
As used in this Form 10-Q, unless the context otherwise requires, references to "Albertsons," the "Company," "we," "us" and "our" refer to Albertsons Companies, Inc. and, where appropriate, its subsidiaries.
NON-GAAP FINANCIAL MEASURES
We define EBITDA as generally accepted accounting principles ("GAAP") earnings (net loss) before interest, income taxes, depreciation and amortization. We define Adjusted EBITDA as earnings (net loss) before interest, income taxes, depreciation and amortization, further adjusted to eliminate the effects of items management does not consider in assessing our ongoing core performance. We define Adjusted net income as GAAP Net income adjusted to eliminate the effects of items management does not consider in assessing our ongoing core performance. We define Adjusted net income per Class A common share as Adjusted net income divided by the weighted average diluted Class A common shares outstanding, as adjusted to reflect all restricted stock units ("RSUs") and restricted common stock ("RSAs") outstanding at the end of the period.period, as well as the conversion of Convertible Preferred Stock when it is antidilutive for GAAP. We define Net Debtdebt as total debt (which includes finance lease obligations and is net of deferred financing costs and original issue discount) minus unrestricted cash and cash equivalents and we define Net Debtdebt Ratio as the ratio of Net Debtdebt to Adjusted EBITDA for the rolling 52 or 53 week period. See "Results of Operations" for further discussion and a reconciliation of Adjusted EBITDA, Adjusted net income and Adjusted net income per Class A common share.
EBITDA, Adjusted EBITDA, Adjusted net income, and Adjusted net income per Class A common share and Net debt ratio (collectively, the "Non-GAAP Measures") are performance measures that provide supplemental information we believe is useful to analysts and investors to evaluate our ongoing results of operations, when considered alongside other GAAP measures such as Netnet income, operating income, gross margin and gross profit.net income per Class A common share. These Non-GAAP Measures exclude
the financial impact of items management does not consider in assessing our ongoing core operating performance, and thereby provide useful measures to analysts and investors of our operating performance on a period-to-period basis. Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to our results of operations may be impacted by such differences. We also use Adjusted EBITDA and Net Debt Ratiodebt ratio for board of director and bank compliance reporting. Our presentation of Non-GAAP Measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Non-GAAP Measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP Measures only for supplemental purposes.
SECONDFIRST QUARTER OF FISCAL 20212022 OVERVIEW
Given the significant variations that occurred in our business during fiscal 2020 due to the COVID-19 pandemic, we provide a supplemental comparison of the 12 and 28 weeks ended September 11, 2021 ("second quarter of fiscal 2021" and "first 28 weeks of fiscal 2021") to the 12 and 28 weeks ended September 7, 2019 ("second quarter of fiscal 2019" and "first 28 weeks of fiscal 2019") for certain financial measures to demonstrate the two-year growth in our business in addition to comparisons to the 12 and 28 weeks ended September 12, 2020 ("second quarter of fiscal 2020" and "first 28 weeks of fiscal 2020").
As of September 11, 2021,June 18, 2022, we operated 2,2782,273 retail food and drug stores with 1,7251,720 pharmacies, 401402 associated fuel centers, 22 dedicated distribution centers and 2019 manufacturing facilities. With a strong consumer environment,During the first quarter of fiscal 2022, we continueexecuted on our Customer for Life strategy as we continued to make significant progress against all ofinvest in our strategic priorities, including in-store excellence, acceleratingdeepening our digital connection and omni-channel capabilities, increasing productivityengagement with our customers, differentiating our store experience, enhancing what we offer and strengtheningmodernizing our talent and culture.capabilities. Identical sales increased 1.5%6.8%, excluding fuel, during the secondfirst quarter of fiscal 2021, resulting in two-year stacked identical sales growth of 15.3%. We continue2022 and we continued to gain market share in food market and in Multi Outlet ("MULO") we are up on a two-year basis and down marginally on a one-year basis.. Food market generally includes traditional supermarkets while MULO includes most food market, drug, mass merchants, club, dollar and military stores that sell food.
UnderscoringOur digital initiatives continue to resonate with our strong omni-channelcustomers, underscoring our omnichannel capabilities that allow customers to complete their shopping with us in any way they want, our digital initiatives continue to resonate with our customers, as evidenced by our sustained sales levels inwant. During the secondfirst quarter of fiscal 2021,2022, digital sales, increasing 5% compared to the second quarter of fiscal 2020which include home delivery and a two-year stacked growth of 248%. During the second quarter of fiscal 2021, we expanded our Drive Up & Go curbside pickup, serviceincreased 28% compared to approximately 1,900 locations and offer delivery services across more than 2,000the first quarter of our stores. In our delivery service, we have expanded first party locations, and continue to work with third party services to engage with customers on the platform of their choice. In addition to our continuing partnership with Instacart, we have expanded our partnership with DoorDash to offer on-demand grocery delivery service where customers can receive a broad assortment in under one hour. We also recently launched a similar partnership with Uber, where customers can order a full assortment of groceries on the Uber platform.
With ongoing benefit enhancements, we continue to achieve significant success with ourfiscal 2021. justJust for U loyalty program, which drives higher sales and customer retention, with membership growing 17%members increased 16% to 31 million in the secondfirst quarter of fiscal 20212022 compared to the secondfirst quarter of fiscal 2020, reaching 27.5 million members.2021. Within the program, the numberour retention rate of actively engaged members, those that redeemed fuel or grocery rewards during the secondfirst quarter of fiscal 2021, increased by almost 9% compared to the second quarter of fiscal 2020, and our retention rate of actively engaged members was 93% in the second quarter of fiscal 2021.2022, remained at over 90%.
DuringIn deepening our digital connection and engagement with our customers, during the secondfirst quarter of fiscal 20212022, we launched new merchandising features in our Unified Mobile App, providing a personalized and curated digital experience. We also saw increased digital engagement driven by our Meal Planning tool, launched in the fourth quarter of fiscal 2021. The Meal Planning capability inspires our customers to engage in our app more frequently as they plan, shop and prepare the recipes we offer, which can by filtered by dietary preferences, such as carb conscious, vegetarian and pescatarian. We also continued to rollinvest in the Albertsons Media Collective using industry-leading technologies to build a platform that is easy to use, transparent, modern and measurable.
We are differentiating our store experience by deepening engagement through the use of technology to automate task management, thus creating more time for our team members to assist our customers. We are also simplifying the end-to-end shopping journey by improving localized assortments and adjacencies of complimentary products, installing more self-checkouts, and adding grab and go sections to ensure a convenient and easy experience. In support of our omnichannel growth, we are evolving store operations, including building out staging areas for Drive Up & Go, adding warerooms for easier picking and installing additional micro fulfillment centers.
We are enhancing what we offer by expanding our Own Brands across all our banners, launching 85 new products and generating strong growth aselevating our distinctiveness in Fresh. In Own Brands, our sales penetration increased by 60 basis points to 25.2% compared towas at its highest at 25.8% during the secondfirst quarter of fiscal 2020.2022. We also continuelaunched 59 new items during the first quarter of fiscal 2022 and we expect to make significant progress on productivity initiatives, including promotional effectiveness, purchasinglaunch a total of approximately 425 new products in fiscal 2022. In Fresh, our in-store processing capabilities allow us to tailor the selection, the cuts and procurement, labor efficiencypackage sizes to fit local demographics and shrink.economic circumstances. In addition, we now have rolled out our ReadyMeals, our ready to eat, ready to heat and ready to cook meals to approximately 600 stores and expect to be in more than 1,100 stores by the end of fiscal 2022.
Our capital allocation strategy balances investing forLastly, we continue to modernize our capabilities in part through an improved supply chain, enhanced data and data analytics, ongoing productivity and automation, all built on the future, strengthening our balance sheetfoundation of being Locally Great and returns to shareholders through a combination of dividends and opportunistic share repurchases. Nationally Strong.
Capital Allocation
Capital expenditures were approximately $823$614 million during the first 28 weeksquarter of fiscal 2021 as we opened seven new stores2022, primarily including the building of our digital and completed 76 upgradestechnology platforms and investments in the modernization of our store fleet, including 27 remodels. OurWe continue to make progress in strengthening the balance sheet, remains strong with areducing our Net Debt Ratio of 1.3xdebt ratio to 1.0x as of the end of the secondfirst quarter of fiscal 2021. Capital returns2022 compared to shareholders during the first 28 weeks1.5x as of fiscal 2021 included our $0.10 per share quarterly dividend. On October 18, 2021, subsequent to the end of the secondend of first quarter of fiscal 2021, we announced a 20% increase to our quarterly dividend, which is now $0.12 per share of Class A common stock.
In addition, we have continued2021. Capital returns to partner withshareholders during the Departmentfirst quarter of Health and Human Services and local health authorities to administer COVID-19 vaccines to our local communities and, asfiscal 2022 included $63.0 million of October 12, 2021, have administered approximately 7.5 million doses.common stock dividends ($0.12 per common share).
SecondFirst quarter of fiscal 20212022 highlights
In summary, our financial and operating highlights for the secondfirst quarter of fiscal 20212022 include:
•Identical sales increase of 1.5%; two-year identical sales stacked growth was 15.3%increased 6.8%
•Digital sales increased 5%; on a two-year stacked basis digital sales growth was 248%28%
•Net income of $295$484 million, or $0.52$0.84 per Class A common share
•Adjusted net income of $370$582 million, or $0.64$1.00 per Class A common share
•Adjusted EBITDA of $965$1,420 million
•Opened one newContinued modernization of our store and completed 43 remodel projects
•Launched 153 new Drive Up & Go locationsfleet, including completing 27 remodels
Stores
The following table shows stores operating, acquired, opened and closed during the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 weeks ended | | 28 weeks ended |
| September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 |
Stores, beginning of period | 2,278 | | | 2,252 | | | 2,277 | | | 2,252 | |
Acquired (1) | — | | | — | | | 1 | | | — | |
Opened | 1 | | | 2 | | | 6 | | | 2 | |
Closed | (1) | | | (2) | | | (6) | | | (2) | |
Stores, end of period | 2,278 | | | 2,252 | | | 2,278 | | | 2,252 | |
(1) The 28 weeks ended September 11, 2021 includes one store acquired from Kings and Balducci's that transferred to us subsequent to the end of the fourth quarter of fiscal 2020. | | | | | | | | | | | | | | | |
| | | 16 weeks ended |
| | | | | June 18, 2022 | | June 19, 2021 |
Stores, beginning of period | | | | | 2,276 | | | 2,277 | |
Acquired | | | | | — | | | 1 | |
Opened | | | | | — | | | 5 | |
Closed | | | | | (3) | | | (5) | |
Stores, end of period | | | | | 2,273 | | | 2,278 | |
The following table summarizes our stores by size:
| | | Number of stores | | Percent of Total | | Retail Square Feet (1) | | Number of stores | | Percent of Total | | Retail Square Feet (1) |
Square Footage | Square Footage | | September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 | Square Footage | | June 18, 2022 | | June 19, 2021 | | June 18, 2022 | | June 19, 2021 | | June 18, 2022 | | June 19, 2021 |
Less than 30,000 | Less than 30,000 | | 223 | | | 204 | | | 9.8 | % | | 9.1 | % | | 5.1 | | | 4.7 | | Less than 30,000 | | 220 | | | 223 | | | 9.7 | % | | 9.8 | % | | 5.0 | | | 5.1 | |
30,000 to 50,000 | 30,000 to 50,000 | | 786 | | | 781 | | | 34.5 | % | | 34.6 | % | | 32.9 | | | 32.8 | | 30,000 to 50,000 | | 781 | | | 786 | | | 34.4 | % | | 34.5 | % | | 32.7 | | | 32.9 | |
More than 50,000 | More than 50,000 | | 1,269 | | | 1,267 | | | 55.7 | % | | 56.3 | % | | 75.0 | | | 74.8 | | More than 50,000 | | 1,272 | | | 1,269 | | | 55.9 | % | | 55.7 | % | | 75.2 | | | 75.0 | |
Total Stores | Total Stores | | 2,278 | | | 2,252 | | | 100.0 | % | | 100.0 | % | | 113.0 | | | 112.3 | | Total Stores | | 2,273 | | | 2,278 | | | 100.0 | % | | 100.0 | % | | 112.9 | | | 113.0 | |
(1) In millions, reflects total square footage of retail stores operating at the end of the period.
RESULTS OF OPERATIONS
Comparison of Second Quarter of Fiscal 2021 and First 28 Weeks of Fiscal 2021the 16 weeks ended June 18, 2022 to Second Quarter of Fiscal 2020 and First 28 Weeks of Fiscal 2020:the 16 weeks ended June 19, 2021:
The following tables and related discussion set forth certain information and comparisons regarding the components of our Condensed Consolidated Statements of Operations for the second16 weeks ended June 18, 2022 ("first quarter of fiscal 2022") and 16 weeks ended June 19, 2021 and ("first 28 weeks of fiscal 2021 to the second quarter of fiscal 2020 and first 28 weeks of fiscal 20202021") (in millions, except per share data).
| | | 12 weeks ended | | 16 weeks ended |
| | September 11, 2021 | | % of Sales | | September 12, 2020 | | % of Sales | | June 18, 2022 | | % of Sales | | June 19, 2021 | | % of Sales |
Net sales and other revenue | Net sales and other revenue | $ | 16,505.7 | | | 100.0 | % | | $ | 15,757.6 | | | 100.0 | % | Net sales and other revenue | $ | 23,310.3 | | | 100.0 | % | | $ | 21,269.4 | | | 100.0 | % |
Cost of sales | Cost of sales | 11,788.7 | | | 71.4 | | | 11,182.7 | | | 71.0 | | Cost of sales | 16,765.3 | | | 71.9 | | | 15,078.4 | | | 70.9 | |
Gross profit | 4,717.0 | | | 28.6 | | | 4,574.9 | | | 29.0 | | |
Gross margin | | Gross margin | 6,545.0 | | | 28.1 | | | 6,191.0 | | | 29.1 | |
Selling and administrative expenses | Selling and administrative expenses | 4,231.3 | | | 25.6 | | | 4,031.2 | | | 25.6 | | Selling and administrative expenses | 5,864.3 | | | 25.2 | | | 5,503.6 | | | 25.9 | |
Gain on property dispositions and impairment losses, net | (0.2) | | | — | | | (18.3) | | | (0.1) | | |
(Gain) loss on property dispositions and impairment losses, net | | (Gain) loss on property dispositions and impairment losses, net | (79.4) | | | (0.3) | | | 0.3 | | | — | |
| Operating income | Operating income | 485.9 | | | 3.0 | | | 562.0 | | | 3.5 | | Operating income | 760.1 | | | 3.2 | | | 687.1 | | | 3.2 | |
Interest expense, net | Interest expense, net | 109.3 | | | 0.7 | | | 128.6 | | | 0.8 | | Interest expense, net | 138.9 | | | 0.6 | | | 153.3 | | | 0.7 | |
Loss on debt extinguishment | — | | | — | | | 49.1 | | | 0.3 | | |
| Other income, net | Other income, net | (18.9) | | | (0.1) | | | (11.4) | | | (0.1) | | Other income, net | (6.3) | | | — | | | (43.5) | | | (0.2) | |
Income before income taxes | Income before income taxes | 395.5 | | | 2.4 | | | 395.7 | | | 2.5 | | Income before income taxes | 627.5 | | | 2.6 | | | 577.3 | | | 2.7 | |
Income tax expense | Income tax expense | 100.3 | | | 0.6 | | | 111.2 | | | 0.7 | | Income tax expense | 143.3 | | | 0.6 | | | 132.5 | | | 0.6 | |
Net income | Net income | $ | 295.2 | | | 1.8 | % | | $ | 284.5 | | | 1.8 | % | Net income | $ | 484.2 | | | 2.0 | % | | $ | 444.8 | | | 2.1 | % |
| Basic net income per Class A common share | Basic net income per Class A common share | $ | 0.55 | | | $ | 0.52 | | | Basic net income per Class A common share | $ | 0.86 | | | $ | 0.80 | | |
Diluted net income per Class A common share | Diluted net income per Class A common share | 0.52 | | | 0.49 | | | Diluted net income per Class A common share | 0.84 | | | 0.78 | | |
| | | 28 weeks ended | |
| | September 11, 2021 | | % of Sales | | September 12, 2020 | | % of Sales | |
Net sales and other revenue | $ | 37,775.1 | | | 100.0 | % | | $ | 38,509.2 | | | 100.0 | % | |
Cost of sales | 26,867.1 | | | 71.1 | | | 27,162.8 | | | 70.5 | | |
Gross profit | 10,908.0 | | | 28.9 | | | 11,346.4 | | | 29.5 | | |
Selling and administrative expenses | 9,734.9 | | | 25.8 | | | 9,800.6 | | | 25.5 | | |
Loss on property dispositions and impairment losses, net | 0.1 | | | — | | | 12.0 | | | — | | |
| Operating income | 1,173.0 | | | 3.1 | | | 1,533.8 | | | 4.0 | | |
Interest expense, net | 262.6 | | | 0.7 | | | 309.2 | | | 0.8 | | |
Loss on debt extinguishment | — | | | — | | | 49.1 | | | 0.1 | | |
Other income, net | (62.4) | | | (0.2) | | | (8.3) | | | — | | |
Income before income taxes | 972.8 | | | 2.6 | | | 1,183.8 | | | 3.1 | | |
Income tax expense | 232.8 | | | 0.6 | | | 313.1 | | | 0.8 | | |
Net income | $ | 740.0 | | | 2.0 | % | | $ | 870.7 | | | 2.3 | % | |
| Basic net income per Class A common share | $ | 1.27 | | | $ | 1.57 | | | |
Diluted net income per Class A common share | 1.26 | | | 1.49 | | | |
|
Net Sales and Other Revenue
Net sales and other revenue increased 4.7%9.6% to $16,505.7$23,310.3 million for the secondfirst quarter of fiscal 20212022 from $15,757.6$21,269.4 million for the secondfirst quarter of fiscal 2020.2021. The increase in Net sales and other revenue was primarily driven by our 1.5%6.8% increase in identical sales which includes an increase in pharmacyand higher fuel sales, partially fromwith retail price inflation contributing to the identical sales increase.
administering COVID-19 vaccines, an increase in sales related to the stores acquired and opened since the second quarter of fiscal 2020 and higher fuel sales.
Net sales and other revenue decreased 1.9% to $37,775.1 million for the first 28 weeks of fiscal 2021 from $38,509.2 million for the first 28 weeks of fiscal 2020. The decrease in Net sales and other revenue was primarily driven by our 5.3% decrease in identical sales, which was partially offset by an increase in pharmacy sales, primarily from administering COVID-19 vaccines, and an increase in sales related to the stores opened since the first 28 weeks of fiscal 2020 and higher fuel sales.
Identical Sales, Excluding Fuel
Identical sales include stores operating during the same period in both the current year and the prior year, comparing sales on a daily basis. Direct to consumer digital sales are included in identical sales, and fuel sales are excluded from identical sales. Acquired stores become identical on the one-year anniversary date of the acquisition. Identical sales for the 12 and 2816 weeks ended September 11, 2021June 18, 2022 and the 12 and 2816 weeks ended September 12, 2020,June 19, 2021, respectively, were:
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 weeks ended | | 28 weeks ended |
| September 11, 2021 | | September 12, 2020 | | September 11, 2021 | | September 12, 2020 |
Identical sales, excluding fuel | 1.5% | | 13.8% | | (5.3)% | | 21.0% |
| | | | | | | | | | | | | | | |
| 16 weeks ended | | |
| June 18, 2022 | | June 19, 2021 | | | | |
Identical sales, excluding fuel | 6.8% | | (10.0)% | | | | |
The following table represents Net sales and other revenue by product type (dollars in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 16 weeks ended | | |
| June 18, 2022 | | June 19, 2021 | | | | |
| Amount (1) | | % of Total | | Amount (1) | | % of Total | | | | | | | | |
Non-perishables (2) | $ | 11,446.0 | | | 49.1 | % | | $ | 10,742.7 | | | 50.5 | % | | | | | | | | |
Fresh (3) | 7,881.5 | | | 33.8 | | | 7,412.5 | | | 34.9 | | | | | | | | | |
Pharmacy | 1,923.5 | | | 8.3 | | | 1,728.6 | | | 8.1 | | | | | | | | | |
Fuel | 1,654.7 | | | 7.1 | | | 1,049.3 | | | 4.9 | | | | | | | | | |
Other (4) | 404.6 | | | 1.7 | | | 336.3 | | | 1.6 | | | | | | | | | |
Net sales and other revenue | $ | 23,310.3 | | | 100.0 | % | | $ | 21,269.4 | | | 100.0 | % | | | | | | | | |
(1) Digital related sales are included in the categories to which the revenue pertains.
(2) Consists primarily of general merchandise, grocery, dairy and frozen foods.
(3) Consists primarily of produce, meat, deli and prepared foods, bakery, floral and seafood.
(4) Consists primarily of wholesale revenue to third parties, commissions and other miscellaneous revenue.
Gross ProfitMargin
Gross profitmargin represents the portion of Net sales and other revenue remaining after deducting Cost of sales during the period, including purchase and distribution costs. These costs include, among other things, purchasing and sourcing costs, inbound freight costs, product quality testing costs, warehouse and distribution costs, Own Brands program costs and digital-related delivery and handling costs. Advertising, promotional expenses and vendor allowances are also components of Cost of sales.
Gross profit margin rate decreased to 28.6%28.1% during the secondfirst quarter of fiscal 20212022 compared to 29.0%29.1% during the secondfirst quarter of fiscal 2020.2021. Excluding the impact of fuel and LIFO expense, gross profit margin was flat compared to the second quarter of fiscal 2020, primarily due to higher product, supply chain and advertising costs, offset by benefits related to productivity initiatives, favorable product mix and improved pharmacy margins related to administering COVID-19 vaccines.
Gross profit marginrate decreased to 28.9% during the first 28 weeks of fiscal 2021 compared to 29.5% during the first 28 weeks of fiscal 2020. Excluding the impact of fuel, gross profit margin increased five27 basis points compared to the first 28 weeksquarter of fiscal 2020.2021. The increase in gross profit margindecrease was primarily driven by fewer COVID-19 vaccines in the first quarter of fiscal 2022 compared to 2021 as the gross margin rate benefits from our productivity initiatives favorable product mix and improved pharmacy margins related to administering COVID-19 vaccines, partially offset by sales deleverage and higherinflationary increases in product and supply chain costs.
Selling and Administrative Expenses
Selling and administrative expenses consist primarily of store level costs, including wages, employee benefits, rent, depreciation and utilities, in addition to certain back-office expenses related to our corporate and division offices.
Selling and administrative expenses were 25.6%decreased to 25.2% of Net sales and other revenue during the secondfirst quarter of fiscal 2021 and2022 compared to 25.9% during the secondfirst quarter of fiscal 2020.2021. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue increased 55 basis points during the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020. The increase in Selling and administrative expenses as a percentage
of Net sales and other revenue was primarily attributable to employee costs, depreciation and other expenses related to our investments in our digital and omni-channel capabilities and strategic priorities. The increase in employee costs was the result of additional labor related to reopening fresh departments, market-driven retail wage rate increases and higher equity-based compensation expense. These increases were partially offset by lower COVID-19 related costs and execution of productivity initiatives.
Selling and administrative expenses increased to 25.8% of Net sales and other revenue during the first 28 weeks of fiscal 2021 compared to 25.5% of Net sales and other revenue for the first 28 weeks of fiscal 2020. Excluding the impact of fuel, Selling and administrative expenses as a percentage of Net sales and other revenue increased 90decreased 15 basis points during the first 28 weeks of fiscal 2021 compared to the first 28 weeks of fiscal 2020.points. The increasedecrease in Selling and administrative expenses as a percentage of Net sales and other revenue was primarily attributable to sales deleverage, together with higher employee costs, depreciationlower COVID-19 related expenses and otherthe execution of productivity initiatives, partially offset by expenses related to ourthe Company's investments in ourits digital and omni-channelomnichannel capabilities and other strategic priorities.priorities, increased employee costs and higher depreciation and amortization. The increase in employee costs was the result of additional labor related to reopening of fresh departments, market-driven retail wage rate increases and higher equity-based compensation expense. These increases were partially offset by lower COVID-19 related costs and execution of productivity initiatives.
(Gain) Loss on Property Dispositions and Impairment Losses, Net
For the secondfirst quarter of fiscal 2021,2022, net gain on property dispositions and impairment losses was $0.2$79.4 million, primarily driven by $6.2$80.0 million of gains from the sale of real estate assets, partially offset by $6.0 million of intangible asset impairment. For the second quarter of fiscal 2020, net gain on property dispositions and impairment losses was $18.3 million, primarily driven by $20.0 million of gains from the sale of assets, partially offset by $1.7$0.6 million of asset impairments.
For the first 28 weeksquarter of fiscal 2021, net loss on property dispositions and impairment losses was $0.1$0.3 million, primarily driven by $15.9 million of asset impairments, primarily related to right-of-use assets and intangible assets, partially offset by $15.8 million of gains from the sale of assets. For the first 28 weeks of fiscal 2020, net loss on property dispositions and impairment losses was $12.0 million, primarily driven by $22.8$9.9 million of asset impairments, primarily related to right-of-use assets, partially offset by $10.8$9.6 million of gains from the sale of real estate assets.
Interest Expense, Net
Interest expense, net was $109.3$138.9 million during the secondfirst quarter of fiscal 20212022 compared to $128.6$153.3 million during the secondfirst quarter of fiscal 2020.2021. The decrease in interest expense was primarily attributable to lower average outstanding borrowings and lower average interest rates. The weighted average interest rate during the secondfirst quarter of fiscal 20212022 was 5.4%, excluding deferred financing costs and original issue discount, compared to 6.0%5.6% during the secondfirst quarter of fiscal 2020.
Interest expense, net was $262.6 million during the first 28 weeks of fiscal 2021 compared to $309.2 million during the first 28 weeks of fiscal 2020. The decrease in interest expense was primarily attributable to lower average outstanding borrowings and lower average interest rates. The weighted average interest rate during first 28 weeks of fiscal 2021 was 5.5%, excluding deferred financing costs and original issue discount, compared to 6.0% during the first 28 weeks of fiscal 2020.
Loss of Debt Extinguishment
There was no loss on debt extinguishment during both the second quarter of fiscal 2021 and first 28 weeks of fiscal 2021, compared to loss on debt extinguishment of $49.1 million during both the second quarter of fiscal 2020 and first 28 weeks of fiscal 2020. The loss on debt extinguishment during the second quarter and first 28 weeks of fiscal 2020 primarily consisted of a redemption premium payment and write-off of debt discounts associated with the redemption of the Company's 6.625% Senior Unsecured Notes due 2024 (the "2024 Notes").2021.
Other Income, Net
For the secondfirst quarter of fiscal 2021,2022, Other income, net was $18.9$6.3 million compared to $11.4$43.5 million for the secondfirst quarter of fiscal 2020.2021. Other income, net during the secondfirst quarter of fiscal 20212022 was primarily driven by non-service cost components of net pension and post-retirement expense and income related to our equity investment, partially offset by unrealized losses from non-operating investments. Other income, net during the secondfirst quarter of fiscal 2020 was primarily driven by non-service cost components of net pension and post-retirement expense and income related to our equity investment.
For the first 28 weeks of fiscal 2021, Other income, net was $62.4 million compared to $8.3 million for the first 28 weeks of fiscal 2020. Other income, net during the first 28 weeks of fiscal 2021 was primarily driven by non-service cost components of net pension and post-retirement expense, realized gains from non-operating investments, and income related to our equity investment, partially offset by unrealized losses from non-operating investments. Other income, net during the first 28 weeks of fiscal 2020 was primarily driven by non-service cost components of net pension and post-retirement expense and income related to our equity investment, partially offset by recognized losses on interest rate swaps and unrealized losses from non-operating investments.
Income Taxes
Income tax expense was $100.3$143.3 million, representing a 25.4% effective tax rate, for the second quarter of fiscal 2021. Income tax expense was $111.2 million, representing a 28.1% effective tax rate, for the second quarter of fiscal 2020. The decrease in the effective tax rate was primarily driven by nondeductible transaction-related costs incurred during the second quarter of fiscal 2020.
Income tax expense was $232.8 million, representing a 23.9%22.8% effective tax rate, for the first 28 weeksquarter of fiscal 2021.2022. Income tax expense was $313.1$132.5 million, representing a 26.4%23.0% effective tax rate, for the first 28 weeksquarter of fiscal 2020. The decrease in the effective income tax rate was primarily driven by the recognition of discrete state income tax benefits during the first 28 weeks of fiscal 2021 and certain nondeductible transaction-related costs incurred during the first 28 weeks of fiscal 2020.2021.
We currently expect our annual effective tax rate for fiscal 20212022 to be in the range of approximately 23% to 24%.
Net Income and Adjusted Net Income
Net income was $295.2$484.2 million, or $0.52 per Class A common share, during the second quarter of fiscal 2021 compared to $284.5 million, or $0.49 per Class A common share, during the second quarter of fiscal 2020. Adjusted net income was $369.5 million, or $0.64 per Class A common share, during the second quarter of fiscal 2021 compared to $356.4 million, or $0.60 per Class A common share, during the second quarter of fiscal 2020.
Net income was $740.0 million, or $1.26$0.84 per Class A common share, during the first 28 weeksquarter of fiscal 20212022 compared to $870.7,$444.8 million, or $1.49$0.78 per Class A common share, during the first 28 weeksquarter of fiscal 2020.2021. Adjusted net income was $887.0$582.0 million, or $1.53$1.00 per Class A common share, during the first 28 weeksquarter of fiscal 20212022 compared to $1,157.6$517.5 million, or $1.95$0.89 per Class A common share, during the first 28 weeksquarter of fiscal 2020.2021.
Adjusted EBITDA
For the first quarter of fiscal 2022, Adjusted EBITDA was $1,420.3 million, or 6.1% of Net sales and other revenue, compared to $1,308.1 million, or 6.2% of Net sales and other revenue, for the first quarter of fiscal 2021.
Adjusted EBITDA
For the second quarter of fiscal 2021, Adjusted EBITDA was $965.4 million, or 5.8% of Net sales and other revenue, compared to $948.4 million, or 6.0% of Net sales and other revenue, for the second quarter of fiscal 2020. The increase in Adjusted EBITDA was primarily the result of an increase in Net sales and other revenue, partially offset by an increase in Selling and administrative expenses. For the first 28 weeks of fiscal 2021, Adjusted EBITDA was $2,273.5 million, or 6.0% of Net sales and other revenue, compared to $2,639.4 million, or 6.9% of Net sales and other revenue for the first 28 weeks of fiscal 2020. The decrease in Adjusted EBITDA was primarily the result of a decrease in Net sales and other revenue.
Supplemental Two-Year Results - Comparison of Second Quarter of Fiscal 2021 to Second Quarter of Fiscal 2019
The following table provides a comparison of the second quarter of fiscal 2021 to the second quarter of fiscal 2019 for certain financial measures, including a compounded annual growth rate ("CAGR"), to demonstrate the two-year growth in our business. We believe these supplemental comparisons provide meaningful and useful information to investors about the trends in our business relative to pre-COVID-19 pandemic periods. These comparisons should not be reviewed in isolation or considered substitutes for our financial results included elsewhere in this Form 10-Q.
| | | | | |
| Second Quarter of Fiscal 2021 Supplemental Two-Year Results |
Identical sales two-year stacked (1) | 15.3 | % |
| |
Net income per Class A common share two-year CAGR (2) | 1.0 | % |
Adjusted net income per Class A common share two-year CAGR | 94.0 | % |
Net income two-year CAGR (2) | 0.1 | % |
Adjusted net income two-year CAGR | 93.0 | % |
Adjusted EBITDA two-year CAGR | 30.4 | % |
Margins: | |
Gross profit (1) | Increased 85 basis points |
Selling and administrative expenses (1) | Decreased 120 basis points |
(1) Excluding fuel.
(2) The net income per Class A common share two-year CAGR and net income two-year CAGR are impacted by gains related to sale leaseback transactions in the second quarter of fiscal 2019.
Net sales and other revenue was $16.5 billion during the second quarter of fiscal 2021 compared to $14.2 billion during the second quarter of fiscal 2019. The increase in sales compared to the second quarter of fiscal 2019 was primarily due to the 15.3% increase in two-year stacked identical sales. Identical sales were driven in part by the 248% two-year stacked increase in digital sales.
Gross profit margin was 28.6% during the second quarter of fiscal 2021 compared to 27.8% during the second quarter of fiscal 2019. Excluding the impact of fuel, gross profit margin increased by approximately 85 basis points compared to the second quarter of fiscal 2019, primarily driven by sales leverage, improvements in shrink expense, productivity initiatives and improved pharmacy margins related to administering COVID-19 vaccines, partially offset by growth in digital sales and an increase in supply chain costs and COVID-19 expenses.
Selling and administrative expenses were 25.6% of sales during the second quarter of fiscal 2021 compared to 26.8% of sales for the second quarter of fiscal 2019. Excluding the impact of fuel, selling and administrative expenses as a percentage of sales decreased approximately 120 basis points primarily due to sales leverage and the execution of productivity initiatives, partially offset by increases in employee costs and other expenses related to our investments in our digital and omni-channel capabilities and strategic priorities and increased market driven retail wage rates, higher equity-based compensation expense as well as incremental COVID-19 expenses.
Reconciliation of Non-GAAP Measures
The following tables reconcile Net income to Adjusted net income, and Net income per Class A common share to Adjusted net income per Class A common share (in millions, except per share data):
| | | 12 weeks ended | | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | June 18, 2022 | | June 19, 2021 | |
Numerator: | Numerator: | | | | | | | Numerator: | | | | |
| Net income | Net income | $ | 295.2 | | | $ | 284.5 | | | $ | 294.8 | | | Net income | $ | 484.2 | | | $ | 444.8 | | |
Adjustments: | Adjustments: | | | Adjustments: | | |
(Gain) loss on interest rate and commodity hedges, net (d) | (1.2) | | | 1.4 | | | — | | | |
Facility closures and transformation (1)(b) | 14.8 | | | 6.1 | | | — | | | |
Acquisition and integration costs (2)(b) | 3.4 | | | 2.2 | | | 7.5 | | | |
Gain on interest rate swaps and energy hedges, net (d) | | Gain on interest rate swaps and energy hedges, net (d) | (18.5) | | | (6.3) | | |
Business transformation (1)(b) | | Business transformation (1)(b) | 33.8 | | | 20.8 | | |
| Equity-based compensation expense (b) | Equity-based compensation expense (b) | 26.8 | | | 9.3 | | | 6.5 | | | Equity-based compensation expense (b) | 35.3 | | | 22.2 | | |
(Gain) loss on property dispositions and impairment losses, net (3) | (Gain) loss on property dispositions and impairment losses, net (3) | (0.2) | | | (18.3) | | | (435.5) | | | (Gain) loss on property dispositions and impairment losses, net (3) | (79.4) | | | 0.3 | | |
LIFO expense (a) | LIFO expense (a) | 14.6 | | | 10.1 | | | 5.8 | | | LIFO expense (a) | 62.1 | | | 14.5 | | |
| Government-mandated incremental COVID-19 pandemic related pay (4)(b) | 18.3 | | | — | | | — | | | |
Civil disruption related costs (5)(b) | — | | | (1.9) | | | — | | | |
Transaction and reorganization costs related to Convertible Preferred Stock issuance and initial public offering (b) | — | | | 4.1 | | | — | | | |
Government-mandated incremental COVID-19 pandemic related pay (2)(b) | | Government-mandated incremental COVID-19 pandemic related pay (2)(b) | 5.9 | | | 29.1 | | |
| Amortization of debt discount and deferred financing costs (c) | Amortization of debt discount and deferred financing costs (c) | 4.7 | | | 4.7 | | | 35.4 | | | Amortization of debt discount and deferred financing costs (c) | 5.1 | | | 6.4 | | |
Loss on debt extinguishment | — | | | 49.1 | | | 23.1 | | | |
| Amortization of intangible assets resulting from acquisitions (b) | Amortization of intangible assets resulting from acquisitions (b) | 11.5 | | | 13.1 | | | 68.9 | | | Amortization of intangible assets resulting from acquisitions (b) | 15.4 | | | 16.1 | | |
| Miscellaneous adjustments (6)(f) | 5.1 | | | 13.3 | | | 24.3 | | | |
Miscellaneous adjustments (3)(f) | | Miscellaneous adjustments (3)(f) | 67.0 | | | (7.3) | | |
Tax impact of adjustments to Adjusted net income | Tax impact of adjustments to Adjusted net income | (23.5) | | | (21.3) | | | 68.4 | | | Tax impact of adjustments to Adjusted net income | (28.9) | | | (23.1) | | |
Adjusted net income | Adjusted net income | $ | 369.5 | | | $ | 356.4 | | | $ | 99.2 | | | Adjusted net income | $ | 582.0 | | | $ | 517.5 | | |
| Denominator: | Denominator: | | | Denominator: | | |
| Weighted average Class A common shares outstanding - diluted | Weighted average Class A common shares outstanding - diluted | 573.0 | | | 582.9 | | | 580.6 | | | Weighted average Class A common shares outstanding - diluted | 576.3 | | | 571.4 | | |
Adjustments: | Adjustments: | | | Adjustments: | | |
| Restricted stock units and awards (7)(4) | Restricted stock units and awards (7)(4) | 8.1 | | | 9.6 | | | 7.6 | | | Restricted stock units and awards (7)(4) | 6.9 | | | 9.4 | | |
Adjusted weighted average Class A common shares outstanding - diluted | Adjusted weighted average Class A common shares outstanding - diluted | 581.1 | | | 592.5 | | | 588.2 | | | Adjusted weighted average Class A common shares outstanding - diluted | 583.2 | | | 580.8 | | |
| Adjusted net income per Class A common share - diluted | Adjusted net income per Class A common share - diluted | $ | 0.64 | | | $ | 0.60 | | | $ | 0.17 | | | Adjusted net income per Class A common share - diluted | $ | 1.00 | | | $ | 0.89 | | |
| Supplemental Two-Year CAGR: | | | |
Net income two-year CAGR | 0.1 | % | | | |
Adjusted net income two-year CAGR | 93.0 | % | | | |
| | | | | | | | | | | | | | | | | |
| 16 weeks ended | | |
| June 18, 2022 | | June 19, 2021 | | | | | | |
Net income per Class A common share - diluted | $ | 0.84 | | | $ | 0.78 | | | | | | | |
| | | | | | | | | |
Non-GAAP adjustments (5) | 0.17 | | | 0.13 | | | | | | | |
Restricted stock units and awards (4) | (0.01) | | | (0.02) | | | | | | | |
Adjusted net income per Class A common share - diluted | $ | 1.00 | | | $ | 0.89 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| 12 weeks ended | | |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | | |
Net income per Class A common share - diluted | $ | 0.52 | | | $ | 0.49 | | | $ | 0.51 | | | | | |
| | | | | | | | | |
Non-GAAP adjustments (8) | 0.13 | | | 0.12 | | | (0.33) | | | | | |
Restricted stock units and awards (7) | (0.01) | | | (0.01) | | | (0.01) | | | | | |
Adjusted net income per Class A common share - diluted | $ | 0.64 | | | $ | 0.60 | | | $ | 0.17 | | | | | |
| | | | | | | | | |
Supplemental Two-Year CAGR: | | | | | | | | | |
Net income per Class A common share two-year CAGR | 1.0 | % | | | | | | | | |
Adjusted net income per Class A common share two-year CAGR | 94.0 | % | | | | | | | | |
The following table is a reconciliation of Adjusted net income to Adjusted EBITDA:
| | | 12 weeks ended | | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | June 18, 2022 | | June 19, 2021 | |
Adjusted net income (9)(6) | Adjusted net income (9)(6) | $ | 369.5 | | | $ | 356.4 | | | $ | 99.2 | | | Adjusted net income (9)(6) | $ | 582.0 | | | $ | 517.5 | | |
Tax impact of adjustments to Adjusted net income | Tax impact of adjustments to Adjusted net income | 23.5 | | | 21.3 | | | (68.4) | | | Tax impact of adjustments to Adjusted net income | 28.9 | | | 23.1 | | |
Income tax expense | Income tax expense | 100.3 | | | 111.2 | | | 81.9 | | | Income tax expense | 143.3 | | | 132.5 | | |
Amortization of debt discount and deferred financing costs (c) | Amortization of debt discount and deferred financing costs (c) | (4.7) | | | (4.7) | | | (35.4) | | | Amortization of debt discount and deferred financing costs (c) | (5.1) | | | (6.4) | | |
Interest expense, net | Interest expense, net | 109.3 | | | 128.6 | | | 177.5 | | | Interest expense, net | 138.9 | | | 153.3 | | |
Amortization of intangible assets resulting from acquisitions (b) | Amortization of intangible assets resulting from acquisitions (b) | (11.5) | | | (13.1) | | | (68.9) | | | Amortization of intangible assets resulting from acquisitions (b) | (15.4) | | | (16.1) | | |
Depreciation and amortization (e) | Depreciation and amortization (e) | 379.0 | | | 348.7 | | | 381.7 | | | Depreciation and amortization (e) | 547.7 | | | 504.2 | | |
Adjusted EBITDA | Adjusted EBITDA | $ | 965.4 | | | $ | 948.4 | | | $ | 567.6 | | | Adjusted EBITDA | $ | 1,420.3 | | | $ | 1,308.1 | | |
| Supplemental Two-Year CAGR: | | | |
Adjusted EBITDA two-year CAGR | 30.4 | % | | | |
(1) Includes costs related to closures of operating facilities andassociated with third-party consulting fees related to our strategic priorities and associated business transformation.transformation, as well as closures of operating facilities.
(2) Related to conversion activities and related costs associated with integrating acquired businesses. Also includes expenses related to management fees in prior periods paid in connection with acquisition and financing activities.
(3) Primarily due to gains related to sale leaseback transactions in the second quarter of fiscal 2019.
(4) Represents incremental pay that is legislatively required in certain municipalities in which we operate.
(5) Primarily includes costs related to store damage, inventory losses and community support as a result of the civil disruption during late May 2020 and early June 2020 in certain markets.
(6)(3) Miscellaneous adjustments include the following (see table below):
| | | 12 weeks ended | | 16 weeks ended |
| | September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | June 18, 2022 | | June 19, 2021 | |
Non-cash lease-related adjustments | Non-cash lease-related adjustments | $ | 1.0 | | | $ | (0.1) | | | $ | 4.4 | | Non-cash lease-related adjustments | $ | 1.2 | | | $ | 2.1 | | |
Lease and lease-related costs for surplus and closed stores | Lease and lease-related costs for surplus and closed stores | 6.5 | | | 10.8 | | | 5.2 | | Lease and lease-related costs for surplus and closed stores | 7.3 | | | 10.2 | | |
| Net realized and unrealized (gain) loss on non-operating investments | 12.8 | | | 0.2 | | | 10.8 | | |
| Net realized and unrealized loss (gain) on non-operating investments | | Net realized and unrealized loss (gain) on non-operating investments | 14.0 | | | (22.5) | | |
Certain legal and regulatory accruals and settlements, net | | Certain legal and regulatory accruals and settlements, net | 32.8 | | | — | | |
Acquisition and integration costs | | Acquisition and integration costs | 0.5 | | | 3.5 | | |
Other (i) | Other (i) | (15.2) | | | 2.4 | | | 3.9 | | Other (i) | 11.2 | | | (0.6) | | |
Total miscellaneous adjustments | Total miscellaneous adjustments | $ | 5.1 | | | $ | 13.3 | | | $ | 24.3 | | Total miscellaneous adjustments | $ | 67.0 | | | $ | (7.3) | | |
(i) Primarily includes adjustments for pension settlement gain, certain legal and regulatory accruals, unconsolidated equity investments and certain contract termination costs.other costs not considered in our core performance.
(7)(4) Represents incremental unvested RSUs and unvested RSAs to adjust the diluted weighted average Class A common shares outstanding during each respective period to the fully outstanding RSUs and RSAs as of the end of each respective period.
(8)(5) Reflects the per share impact of Non-GAAP adjustments for each period. See the reconciliation of Net income to Adjusted net income above for further details.
(9)(6) See the reconciliation of Net income to Adjusted net income above for further details.
Non-GAAP adjustment classifications within the Consolidated Statement of Operations:
(a) Cost of sales
(b) Selling and administrative expenses
(c) Interest expense, net
(d) (Gain) loss on interest rate and commodity hedges, net:
| | | | | | | | | | | | | | | | | | | | | |
| 12 weeks ended | | |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | | |
Cost of sales | $ | (1.2) | | | $ | 1.0 | | | $ | — | | | | | |
Other income, net | — | | | 0.4 | | | — | | | | | |
Total (Gain) loss on interest rate and commodity hedges, net | $ | (1.2) | | | $ | 1.4 | | | $ | — | | | | | |
(e) Depreciation and amortization:
| | | | | | | | | | | | | | | | | | | | | |
| 12 weeks ended | | |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | | |
Cost of sales | $ | 36.0 | | | $ | 40.1 | | | $ | 38.0 | | | | | |
Selling and administrative expenses | 343.0 | | | 308.6 | | | 343.7 | | | | | |
Total Depreciation and amortization | $ | 379.0 | | | $ | 348.7 | | | $ | 381.7 | | | | | |
(f) Miscellaneous adjustments:
| | | | | | | | | | | | | | | | | | | | | |
| 12 weeks ended | | |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | | |
Selling and administrative expenses | $ | 3.4 | | | $ | 9.9 | | | $ | 9.6 | | | | | |
Other income, net | 1.7 | | | 3.4 | | | 14.7 | | | | | |
Total Miscellaneous adjustments | $ | 5.1 | | | $ | 13.3 | | | $ | 24.3 | | | | | |
| | | | | | | | | | | | | | | | | |
| 28 weeks ended |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental |
Numerator: | | | | | |
| | | | | |
Net income | $ | 740.0 | | | $ | 870.7 | | | $ | 343.8 | |
Adjustments: | | | | | |
(Gain) loss on interest rate and commodity hedges, net (d) | (7.5) | | | 25.9 | | | 0.3 | |
Facility closures and transformation (1)(b) | 35.6 | | | 15.9 | | | — | |
Acquisition and integration costs (2)(b) | 6.9 | | | 8.5 | | | 33.6 | |
Equity-based compensation expense (b) | 49.0 | | | 28.3 | | | 17.6 | |
Loss (gain) on property dispositions and impairment losses, net (3) | 0.1 | | | 12.0 | | | (464.0) | |
LIFO expense (a) | 29.1 | | | 23.2 | | | 16.3 | |
Discretionary COVID-19 pandemic related costs (4)(b) | — | | | 89.9 | | | — | |
Government-mandated incremental COVID-19 pandemic related pay (5)(b) | 47.4 | | | — | | | — | |
Civil disruption related costs (6)(b) | — | | | 13.0 | | | — | |
Transaction and reorganization costs related to Convertible Preferred Stock issuance and initial public offering (b) | — | | | 24.4 | | | — | |
Amortization of debt discount and deferred financing costs (c) | 11.1 | | | 11.2 | | | 43.8 | |
Loss on debt extinguishment | — | | | 49.1 | | | 65.8 | |
Amortization of intangible assets resulting from acquisitions (b) | 27.6 | | | 30.6 | | | 161.7 | |
| | | | | |
Miscellaneous adjustments (7)(f) | (5.7) | | | 47.4 | | | 33.1 | |
Tax impact of adjustments to Adjusted net income | (46.6) | | | (92.5) | | | 23.7 | |
Adjusted net income | $ | 887.0 | | | $ | 1,157.6 | | | $ | 275.7 | |
| | | | | |
Denominator: | | | | | |
| | | | | |
Weighted average Class A common shares outstanding - diluted | 470.6 | | | 583.3 | | | 580.0 | |
Adjustments: | | | | | |
Convertible Preferred Stock (8) | 101.6 | | | — | | | — | |
Restricted stock units and awards (9) | 8.8 | | | 9.2 | | | 8.2 | |
Adjusted weighted average Class A common shares outstanding - diluted | 581.0 | | | 592.5 | | | 588.2 | |
| | | | | |
Adjusted net income per Class A common share - diluted | $ | 1.53 | | | $ | 1.95 | | | $ | 0.47 | |
| | | | | |
Supplemental Two-Year CAGR: | | | | | |
Net income two-year CAGR | 46.7 | % | | | | |
Adjusted net income two-year CAGR | 79.4 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| 28 weeks ended | | |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | | |
Net income per Class A common share - diluted | $ | 1.26 | | | $ | 1.49 | | | $ | 0.59 | | | | | |
Convertible Preferred Stock (8) | 0.03 | | | — | | | — | | | | | |
Non-GAAP adjustments (10) | 0.26 | | | 0.49 | | | (0.11) | | | | | |
Restricted stock units and awards (9) | (0.02) | | | (0.03) | | | (0.01) | | | | | |
Adjusted net income per Class A common share - diluted | $ | 1.53 | | | $ | 1.95 | | | $ | 0.47 | | | | | |
| | | | | | | | | |
Supplemental Two-Year CAGR: | | | | | | | | | |
Net income per Class A common share two-year CAGR | 46.1 | % | | | | | | | | |
Adjusted net income per Class A common share two-year CAGR | 80.4 | % | | | | | | | | |
The following table is a reconciliation of Adjusted net income to Adjusted EBITDA:
| | | | | | | | | | | | | | | | | | | | | |
| 28 weeks ended | | |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | | |
Adjusted net income (11) | $ | 887.0 | | | $ | 1,157.6 | | | $ | 275.7 | | | | | |
Tax impact of adjustments to Adjusted net income | 46.6 | | | 92.5 | | | (23.7) | | | | | |
Income tax expense | 232.8 | | | 313.1 | | | 97.6 | | | | | |
Amortization of debt discount and deferred financing costs (c) | (11.1) | | | (11.2) | | | (43.8) | | | | | |
Interest expense, net | 262.6 | | | 309.2 | | | 402.7 | | | | | |
Amortization of intangible assets resulting from acquisitions (b) | (27.6) | | | (30.6) | | | (161.7) | | | | | |
Depreciation and amortization (e) | 883.2 | | | 808.8 | | | 897.6 | | | | | |
Adjusted EBITDA | $ | 2,273.5 | | | $ | 2,639.4 | | | $ | 1,444.4 | | | | | |
| | | | | | | | | |
Supplemental Two-Year CAGR: | | | | | | | | | |
Adjusted EBITDA two-year CAGR | 25.5 | % | | | | | | | | |
(1) Includes costs related to closures of operating facilities and third-party consulting fees related to our strategic priorities and associated business transformation.
(2) Related to conversion activities and related costs associated with integrating acquired businesses. Also includes expenses related to management fees in prior periods paid in connection with acquisition and financing activities.
(3) Primarily due to gains related to sale leaseback transactions in the second quarter of fiscal 2019.
(4) Includes $53 million of charitable contributions to our communities for hunger relief and $36.9 million in final reward payments to front-line associates at the end of the first quarter of fiscal 2020.
(5) Represents incremental pay that is legislatively required in certain municipalities in which we operate.
(6) Primarily includes costs related to store damage, inventory losses and community support as a result of the civil disruption during late May 2020 and early June 2020 in certain markets.
(7) Miscellaneous adjustments include the following (see table below):
| | | | | | | | | | | | | | | | | |
| 28 weeks ended |
| September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental |
Non-cash lease-related adjustments | $ | 3.1 | | | $ | 1.9 | | | $ | 6.3 | |
Lease and lease-related costs for surplus and closed stores | 16.7 | | | 29.5 | | | 12.0 | |
| | | | | |
Net realized and unrealized (gain) loss on non-operating investments | (9.7) | | | 4.7 | | | 7.5 | |
| | | | | |
Other (i) | (15.8) | | | 11.3 | | | 7.3 | |
Total miscellaneous adjustments | $ | (5.7) | | | $ | 47.4 | | | $ | 33.1 | |
(i) Primarily includes adjustments for pension settlement gain, certain legal and regulatory accruals, unconsolidated equity investments and certain contract termination costs.
(8) Represents the conversion of Convertible Preferred Stock to the fully outstanding as-converted Class A common shares as of the end of each respective period, for periods in which the Convertible Preferred Stock is antidilutive under GAAP.
(9) Represents incremental unvested RSUs and unvested RSAs to adjust the diluted weighted average Class A common shares outstanding during each respective period to the fully outstanding RSUs and RSAs as of the end of each respective period.
(10) Reflects the per share impact of Non-GAAP adjustments for each period. See the reconciliation of Net income to Adjusted net income above for further details.
(11) See the reconciliation of Net income to Adjusted net income above for further details.
Non-GAAP adjustment classifications within the Consolidated Statement of Operations:
(a) Cost of sales
(b) Selling and administrative expenses
(c) Interest expense, net
(d) (Gain) lossGain on interest rate swaps and commodityenergy hedges, net:
| | | 28 weeks ended | | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | June 18, 2022 | | June 19, 2021 | |
Cost of sales | Cost of sales | $ | (7.8) | | | $ | 6.5 | | | $ | 0.3 | | | Cost of sales | $ | (8.9) | | | $ | (5.2) | | |
Selling and administrative expenses | | Selling and administrative expenses | (2.9) | | | (1.4) | | |
Other income, net | Other income, net | 0.3 | | | 19.4 | | | — | | | Other income, net | (6.7) | | | 0.3 | | |
Total (Gain) loss on interest rate and commodity hedges, net | $ | (7.5) | | | $ | 25.9 | | | $ | 0.3 | | | |
Total Gain on interest rate swaps and energy hedges, net | | Total Gain on interest rate swaps and energy hedges, net | $ | (18.5) | | | $ | (6.3) | | |
(e) Depreciation and amortization:
| | | 28 weeks ended | | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | June 18, 2022 | | June 19, 2021 | |
Cost of sales | Cost of sales | $ | 86.8 | | | $ | 94.1 | | | $ | 90.0 | | | Cost of sales | $ | 51.5 | | | $ | 50.8 | | |
Selling and administrative expenses | Selling and administrative expenses | 796.4 | | | 714.7 | | | 807.6 | | | Selling and administrative expenses | 496.2 | | | 453.4 | | |
Total Depreciation and amortization | Total Depreciation and amortization | $ | 883.2 | | | $ | 808.8 | | | $ | 897.6 | | | Total Depreciation and amortization | $ | 547.7 | | | $ | 504.2 | | |
(f) Miscellaneous adjustments:
| | | 28 weeks ended | | | 16 weeks ended | |
| | September 11, 2021 | | September 12, 2020 | | September 7, 2019 Supplemental | | | June 18, 2022 | | June 19, 2021 | |
Selling and administrative expenses | Selling and administrative expenses | $ | 10.2 | | | $ | 34.7 | | | $ | 16.7 | | | Selling and administrative expenses | $ | 47.8 | | | $ | 10.3 | | |
Other income, net | Other income, net | (15.9) | | | 12.7 | | | 16.4 | | | Other income, net | 19.2 | | | (17.6) | | |
Total Miscellaneous adjustments | Total Miscellaneous adjustments | $ | (5.7) | | | $ | 47.4 | | | $ | 33.1 | | | Total Miscellaneous adjustments | $ | 67.0 | | | $ | (7.3) | | |
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth the major sources and uses of cash and cash equivalents and restricted cash for each period (in millions):
| | | 28 weeks ended | | 16 weeks ended |
| | September 11, 2021 | | September 12, 2020 | | June 18, 2022 | | June 19, 2021 |
Cash and cash equivalents and restricted cash at end of period | Cash and cash equivalents and restricted cash at end of period | $ | 2,900.4 | | | $ | 2,431.9 | | Cash and cash equivalents and restricted cash at end of period | $ | 3,263.6 | | | $ | 2,224.4 | |
Cash flows provided by operating activities | Cash flows provided by operating activities | 2,137.7 | | | 2,720.8 | | Cash flows provided by operating activities | 991.9 | | | 1,059.0 | |
Cash flows used in investing activities | Cash flows used in investing activities | (790.5) | | | (687.1) | | Cash flows used in investing activities | (551.4) | | | (493.0) | |
Cash flows used in financing activities | Cash flows used in financing activities | (214.4) | | | (80.7) | | Cash flows used in financing activities | (129.5) | | | (109.2) | |
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $2,137.7$991.9 million for the first 28 weeksquarter of fiscal 20212022 compared to $2,720.8$1,059.0 million for the first 28 weeksquarter of fiscal 2020.2021. The decrease in cash flow from operations compared to the first 28 weeksquarter of fiscal 20202021 was due to changes in working capital primarily related to inventory and accounts payable as our business experienced significantly elevated demand during the first 28 weeks of fiscal 2020 and a deferral of approximately $270 million of the employer-paid portion of social security taxes in the first 28 weeks of fiscal 2020 together with lower EBITDA during the first 28 weeks of fiscal 2021.accrued salaries and wages. These decreases were partially offset by an increase in Adjusted EBITDA and less cash paid for interest and income taxes of $94 million and $72 million, respectively, $75 million payment for the UFCW & Employers Midwest Pension Fund settlement induring the first 28 weeksquarter of fiscal 2020 and a decrease of $45.1 million in contributions to our defined benefit pension plans and post-retirement benefit plans.2022.
Net Cash Used byin Investing Activities
Net cash used in investing activities was $790.5$551.4 million for the first quarter of fiscal 2022 compared to $493.0 million for the first 28 weeksquarter of fiscal 2021 compared to $687.1 million for the first 28 weeks of fiscal 2020..
For the first 28 weeksquarter of fiscal 2021,2022, cash used in investing activities consisted primarily of payments for property, equipment and intangibles of $613.8 million partially offset by proceeds from the sale of long-lived assets of $71.8 million. Payments for property, equipment and intangibles in the first quarter of $822.5fiscal 2022 included continued investment in our digital and technology platforms and the completion of 27 remodels. For the first quarter of fiscal 2021, cash used in investing activities consisted primarily of payments for property, equipment and intangibles, including lease buyouts, of $513.4 million and payments for business acquisitions of $23.5 million, partially offset by proceeds from the sale of long-lived assets of $24.6$15.2 million. Payments for property, equipment and equipmentintangibles in the first 28 weeksquarter of fiscal 2021 included the opening of six new stores, completion of 76 remodels and increased investment in our digital technology. For the first 28 weeks of fiscal 2020, cash used in investing activities consisted primarily of payments for property and equipment of $702.9 million. Payments for property and equipment in the first 28 weeks of fiscal 2020 included the completion of 132 remodels and continued investment in our digital technology. and technology platforms, the opening of five new stores and the completion of 33 remodels.
For the full fiscal year of 2021,2022, we expect capital expenditures to be in the range of $1.9$2.0 billion to $2.0$2.1 billion.
Net Cash Used in Financing Activities
Net cash used in financing activities was $214.4$129.5 million during the first 28 weeksquarter of fiscal 20212022 compared to $80.7$109.2 million during the first 28 weeksquarter of fiscal 20202021.
Net cash used in financing activities during the first 28 weeksquarter of fiscal 2022 and the first quarter of fiscal 2021 consisted primarily of dividends paid on our Class A common stock and Convertible Preferred Stock. Net cash used in financing activities during the first 28 weeksStock, as well as tax withholding payments on vesting of fiscal 2020 consisted primarilyrestricted stock units.
Dividends
The holders of Convertible Preferred Stock are entitled to a quarterly dividend at a rate per annum of 6.75% of the $1.5 billion issuance of new Senior Unsecured Notes and $1.25 billion aggregate redemption of 2024 Notes and 2025 Notes, the $2.0 billion borrowing and subsequent repaymentliquidation preference per share of the ABL Facility,Convertible Preferred Stock. In addition, the issuanceholders of Convertible Preferred Stock will participate in cash dividends that we pay on our common stock to the extent that such cash dividends exceed $206.25 million per fiscal year. Cash dividends paid to holders of the Convertible Preferred Stock were $22.8 million and $29.5 million during the repurchasefirst quarter of outstandingfiscal 2022 and first quarter of fiscal 2021, respectively. On June 15, 2022, we declared a quarterly cash dividend of $11.7 million to holders of Convertible Preferred Stock, which was paid on June 30, 2022.
We have established a dividend policy pursuant to which we intend to pay a quarterly dividend on our Class A common stock. Cash dividends paid on our Class A common stock were $63.0 million ($0.12 per common share) and $46.5 million ($0.10 per common share) during the first quarter of fiscal 2022 and first quarter of fiscal 2021, respectively. On July 14, 2022, we announced the next quarterly dividend payment of $0.12 per share of Class A common stock to be paid on August 10, 2022 to stockholders of record as of the close of business on July 26, 2022.
Liquidity and Factors Affecting Liquidity
We estimate our liquidity needs over the next 12 months to be in the range of $4.75 billion to $5.25 billion,approximately $6,000 million, which includes anticipated requirements for incremental working capital, capital expenditures, pension obligations, interest payments and scheduled principal payments of debt, dividends on Class A common stock and Convertible Preferred Stock, operating leases and finance leases. Based on current operating trends, we believe that cash flows from operating activities and other sources of liquidity, including borrowings under our ABL Facility, will be adequate to meet our liquidity needs for the next 12 months and for the foreseeable future. We believe we have adequate cash flow to continue to maintain our current debt ratings and to respond effectively to competitive conditions. In
addition, we may enter into refinancing and sale leaseback transactions from time to time. There can be no assurance, however, that our business will continue to generate cash flow at or above current levels or that we will maintain our ability to borrow under our ABL Facility.
The holders of Convertible Preferred Stock are entitled to a quarterly dividend at a rate per annum of 6.75% of the liquidation preference per share of the Convertible Preferred Stock. On March 15, 2021, June 15, 2021 and September 15, 2021, we declared quarterly cash dividends of $29.5 million, respectively, to holders of the Convertible Preferred Stock, which was paid on March 31, 2021, June 30, 2021 and September 30, 2021, respectively. In addition, the holders of Convertible Preferred Stock will participate in cash dividends that we pay on our common stock to the extent that such cash dividends exceed $206.25 million per fiscal year.
We have established a dividend policy pursuant to which we intend to pay a quarterly dividend on our Class A common stock. During the first 28 weeks of fiscal 2021, we paid quarterly cash dividends of $0.10 per share of Class A common stock on May 10, 2021 and August 10, 2021, to stockholders of record as of the close of business on April 26, 2021 and July 26, 2021, respectively. On October 18, 2021, subsequent to the end of the second quarter of fiscal 2021, we announced a 20% increase to our quarterly dividend, which is now $0.12 per share of Class A common stock, payable on November 12, 2021 to stockholders of record as of the close of business on October 29, 2021.
As of September 11, 2021,June 18, 2022, we had no borrowings outstanding under out ABL Facility and total availability of $3,483.1$3,750.4 million (net of letter of credit usage).
Multiemployer Pension Plans
The American Rescue Plan Act ("ARP Act") establishes a special financial assistance program for financially troubled multiemployer pension plans. Under the ARP Act, eligible multiemployer plans can apply to receive a one-time cash payment in the amount projected by the Pension Benefit Guaranty Corporation ("PBGC") to pay pension benefits through the plan year ending 2051. The payment received by the multiemployer plan under this special financial assistance program would not be considered a loan and would not need to be paid back. Any financial assistance received by the multiemployer plan would need to be segregated from the other assets of the multiemployer plans and invested in investment grade bonds or other investments permitted by the PBGC.
Of the 27 multiemployer plans to which we contribute, 16 plans are classified as "Critical" or "Critical and Declining" and are potentially eligible for special financial assistance under the ARP Act. Though the amount of financial assistance that each of these 16 plans could receive will vary by plan, we currently estimate that these 16 plans represent over 90% of the $4.7 billion we estimated as our share of the underfunding of the 27 plans. On July 9, 2021, the PBGC issued its interim final rule with respect to the special financial assistance program. The PBGC interim final rule provides direction on the application requirements, identifies which plans will have priority, eligibility requirements, the determination of the amount of financial assistance to be provided and establishes conditions and restrictions that apply to plans that receive assistance. We are evaluating the interim final rule and have submitted comments during the 30-day comment period, and we expect the special financial assistance program to provide funding for the multiemployer plans to which we contribute to remain solvent through the next 25 to 30 years.
CRITICAL ACCOUNTING POLICIES
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a fair and consistent manner. See the Critical Accounting Policies section included in our Annual Report on Form 10-K for the fiscal year ended February 27, 2021,26, 2022, filed with the SEC on April 28, 2021,26, 2022, for a discussion of our significant accounting policies.
RECENTLY ISSUED AND RECENTLY ADOPTED ACCOUNTING STANDARDS
See Note 1 - Basis of presentationPresentation and summarySummary of significant accounting policiesSignificant Accounting Policies of our unaudited interim Condensed Consolidated Financial Statements located elsewhere in this Form 10-Q.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our exposure to market risk from the information provided in our Annual Report on Form 10-K for the fiscal year ended February 27, 2021,26, 2022, filed with the SEC on April 28, 2021.26, 2022.
Item 4 - Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this Form 10-Q, our Principal Executive Officer and Principal Financial Officer concluded our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the secondfirst quarter of fiscal 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Company is subject from time to time to various claims and lawsuits arising in the ordinary course of business, including lawsuits involving trade practices, lawsuits alleging violations of state and/or federal wage and hour laws (including alleged violations of meal and rest period laws and alleged misclassification issues), real estate disputes as well asand other matters. Some of these claims or suits purport or may be determined to be class actions and/or seek substantial damages. It is the opinion of the Company's management that although the amount of liability with respect to certain of the matters described in this Form 10-Q cannot be ascertained at this time, any resulting liability of these and other matters, including any punitive damages, will not have a material adverse effect on the Company's business or overall financial condition. See the matters under the caption Legal Proceedings in Note 65 - Commitments and contingenciesContingencies and off balance sheet arrangementsOff Balance Sheet Arrangements in the unaudited interim Condensed Consolidated Financial Statements located elsewhere in this Form 10-Q.
Environmental Matters
As previously disclosed, we have been in negotiations to resolve an investigation being conducted by the Office of the Attorney General of the State of California, as well as the District Attorneys' offices of the counties of Contra Costa, Placer, Sacramento, San Joaquin, and Solano. The investigation has focused on whether or not we violated California regulations that govern the maintenance and operation of underground storage tanks located at our fueling stations within the state. In lieu of litigating the matter, we have agreed to implement certain enhancements to improve our compliance with the applicable regulations. We have reached an agreement in principle under which the Company will pay $6.9 million to settle the matter.
Item 1A - Risk Factors
There have been no material changes to the risk factors previously included in our Annual Report on Form 10-K for the fiscal year ended February 27, 2021,26, 2022, filed with the SEC on April 28, 2021,26, 2022, under the heading "Risk Factors."
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
None.On July 6, 2022, the Company received notices from certain holders of Convertible Preferred Stock to convert approximately 4,411 shares of Convertible Preferred Stock into shares of common stock. Each share of Convertible Preferred Stock is convertible at a rate of 58.064 shares of common stock (with cash delivered in lieu of any fractional shares of common stock). The Company issued 256,162 shares of common stock to such holders of Convertible Preferred Stock. As of the filing date of this Quarterly Report, including the shares of common stock as reported herein, the Company has issued, in the aggregate, approximately 61,489,721 shares of common stock to holders of Convertible Preferred Stock. The shares of common stock were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), under Section 3(a)(9) of the Act.
(b) Use of Proceeds
None.
(c) Purchases of Equity Securities
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Mine Safety Disclosures
Not Applicable.
Item 5 - Other Information
None.
TableThe Compensation Committee of Contentsthe Board of Directors approved a form employment agreement for senior Company executives, as applicable, except for the Chief Executive Officer and Chief Financial Officer. Accordingly, effective July 20, 2022 (the "Effective Date"), the Company entered into respective employment agreements with Susan Morris, Executive Vice President and Chief Operations Officer, and Anuj Dhanda, Executive Vice President and Chief Technology Officer (each, a "New Employment Agreement" and collectively, the "New Employment Agreements"). The New Employment Agreements amend and restate the respective employment agreements of Ms. Morris and Mr. Dhanda dated May 1, 2019 (collectively, the "Original Employment Agreements") which were due to expire January 30, 2023.
The New Employment Agreements amend the Original Employment Agreements to, among others, make the following changes:
Term: The term of the New Employment Agreements shall continue until termination of the executive’s employment.
Termination provisions and benefits: The executive can terminate employment, subject to certain notice and cure provisions, on the basis of Good Reason (as defined in the New Employment Agreement) in the event of (i) a material reduction in the executive’s base salary or target bonus opportunity, unless such decrease is part of a temporary, uniform reduction in salary for all executive officers of the Company that is undertaken in the reasonable business judgment of the Board of Directors, based on the Company's financial performance or a reasonably anticipated economic downturn; (ii) relocation of the executive’s principal location of work to any location that is in excess of thirty (30) miles from the executive’s principal work location on the Effective Date; or (iii) a material diminution in the executive’s authority, responsibilities or duties. The executive shall also be entitled to receive the bonus (on a pro-rata basis) upon termination for Good Reason or without Cause (as defined in the New Employment Agreement).
In the event the executive's employment terminates due to death or Disability (as defined in the New Employment Agreement), the executive or the executive's estate (in the case of the executive’s death), shall be entitled to receive a lump sum payment equal to the earned but unpaid portion of any bonus earned in respect of any performance period that is completed prior to the executive’s death or Disability.
The New Employment Agreements contain various covenants, including covenants related to confidentiality, non-competition and non-solicitation.
Item 6 - Exhibits
EXHIBIT 101.INS - Inline XBRL Instance Document
EXHIBIT 101.SCH - Inline XBRL Taxonomy Extension Schema Document
EXHIBIT 101.CAL - Inline XBRL Taxonomy Extension Calculation Linkbase Document
EXHIBIT 101.DEF - Inline XBRL Taxonomy Extension Definition Linkbase Document
EXHIBIT 101.LAB - Inline XBRL Taxonomy Extension Label Linkbase Document
EXHIBIT 101.PRE - Inline XBRL Taxonomy Extension Presentation Linkbase Document
EXHIBIT 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | Albertsons Companies, Inc. (Registrant) |
| | | |
Date: | October 20, 2021July 26, 2022 | By: | /s/ Vivek Sankaran |
| | | Vivek Sankaran |
| | | Chief Executive Officer and Director (Principal Executive Officer) |
| | | |
| | | | | | | | | | | |
Date: | October 20, 2021July 26, 2022 | By: | /s/ Sharon McCollam |
| | | Sharon McCollam |
| | | President and Chief Financial Officer (Principal Financial Officer) |
| | | |
| | | |