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The Company does not provide an estimated allowance for sales returns as they are deemed to be immaterial. Inventories are stated at the lower of cost or market. The Company values inventory using the weighted average cost method. Included in cost of sales are the costs of services and purchased goods, chemical repackaging costs and related distribution costs. The Company establishes a reserve for inventory obsolescence and shrinkage, which is analyzed and reviewed periodically and may require adjustments based on physical inventory counts, the relationship and fluctuation of historical product sales versus inventory on hand and changes in customer preferences.

The reserve is intended to reflect the value of inventory in excess of expected realizable value. The Company records deferred tax assets or liabilities based on differences between financial reporting and tax basis of assets and liabilities using currently enacted rates and laws that will be in effect when the Company expects the differences to reverse.

Income tax positions must meet a more-likely-than-not recognition. Table of Contents threshold at the effective date to be recognized. We recognize potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense.

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Due to changing tax laws and state income tax rates, judgment is required to estimate the effective tax rate expected to apply to tax differences which are expected to reverse in future periods. The Company and its subsidiaries will be included in the consolidated federal income tax return and certain state income tax returns of Holdings. The Company retains self insurance risks for workers compensation, general liability, property and health insurance programs.

The Company has limited its exposure by maintaining excess liability coverage. The Company establishes self insurance reserves based on claims filed and estimates of claims incurred but not reported. The estimates are based upon information provided to the Company by the claims administrators and are periodically revised to reflect changes in loss trends.

Summarized Quarterly Financial Data Unaudited. Dollar Amounts In Thousands. Comparable store sales growth 2. In December , the FASB issued guidance relating to business combinations and requires the acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date.

An entity may not apply it before that date. The Company must adopt this standard for its fiscal year. The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial statements. In May , the FASB issued general standards of accounting for and disclosure of subsequent events that occur after the balance sheet date.

Entities are also required to disclose the date through which subsequent events have been evaluated and the basis for that date. In June , the FASB issued guidance related to the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in accordance with generally accepted accounting principles.

Amounts borrowed under this agreement bear interest at either LIBOR plus a margin that is currently 3. Our interest rate risk with respect to existing investments is limited due to the short-term duration of these arrangements and the yields earned, which approximate current interest rates for similar investments. Notes to Consolidated Financial Statements. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Accordingly, we express no such opinion.

An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Property, plant and equipment, net. Deferred financing costs, net. See accompanying notes which are an integral part of these consolidated financial statements.

Consolidated Statements of Operations. Cost of merchandise and services sold, including warehousing and transportation expenses, and store occupancy costs. Selling, general and administrative expenses. Amounts in Thousands, Except Share Amounts. Issuance of common stock. Converted common stock in Reorganization. Contributed redeemable preferred stock in Reorganization. Excess tax benefit from stock-based compensation. Repurchase and converted treasury stock in Reorganization. Consolidated Statements of Cash Flows. Adjustments to reconcile net income to net cash provided by operating activities: Dividends and accretion on preferred stock.

Amortization of loan fees. Amortization of loan discounts. Provision for doubtful accounts. Gain on extinguishment of debt. Changes in operating assets and liabilities: Accounts and other receivables. Accounts payable and accrued expenses. Net cash provided by operating activities. Purchase of short term investments. Sale of short term investments. Purchases of property, plant and equipment. Purchases of intangible assets. Proceeds from disposition of fixed assets. Net cash used in investing activities.

Payments of deferred financing costs. Repurchase of long-term debt.

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Net cash used in financing activities. The Company also repackages certain bulk chemical products for retail sale. The Tender Offer and Consent Solicitation. Accordingly, no goodwill or other intangible assets were recorded related to the Recapitalization. All significant inter-company transactions and accounts have been eliminated.

FASB establishes standards for the way that public companies report information about operating segments in annual financial statements and establishes standards for related disclosures about product and services, geographic areas and major customers. The Company has reviewed the standard and determined that we have a single reportable segment. The Company considers all investments with a remaining maturity of three months or less when purchased to be cash equivalents. Management determines the appropriate classification of its investments in marketable debt and equity securities at the time of purchase.

On an ongoing basis, the Company evaluates its debt securities to determine if a decline in fair value is other-than-temporary. When a decline in fair value is determined to be other-than-temporary, an impairment charge would be recorded and a new cost basis in the investment is established. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization or accretion is included in interest income. Realized gains and losses and interest and dividends on securities are included in interest income.

The cost of securities sold is based upon the specific identification method. Securities classified as available for sale include both securities due within one year and securities with maturity dates beyond one year. Fair value is 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.

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The Company uses the established fair value hierarchy that ranks the quality and reliability of the information used to determine fair values. The fair value of marketable securities is determined based on quoted market prices, which approximate fair value. The carrying amounts of other long-term debt approximate fair value because either the interest rate fluctuates based on market rates or interest rates appear to approximate market rates for similar instruments.

The fair value estimates are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Allowance for Doubtful Accounts. Payment terms for trade receivables generally range from 30 to 90 days depending on the circumstances of each transaction or billing contract.

Any payments not received within the agreed upon due date are considered past due. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Such allowance is computed based upon a specific customer account review of larger customers and balances past due.

Inventory reserves consist of the following: Property, Plant and Equipment. Depreciation and amortization are computed using the straight-line method considering appropriate salvage values and leasehold improvements are amortized over the life of the initial lease term. These charges are based on the following estimated average useful lives: Office furniture and equipment. The Company reviews its long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill and Other Intangibles. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. Revenue on services is recognized as services are performed and the fee is fixed or determinable and collection is probable.

The Company does not provide an estimated allowance for sales returns as they are immaterial. Included in cost of sales are the costs of services and purchased goods, chemical repackaging costs, related distribution costs and occupancy costs related to retail locations. The Company recognizes consideration received from vendors at the time the obligations to purchase products or perform services have been completed.

These items are recorded as a reduction in cost of goods sold in the statement of operations. Shipping and Handing Costs. The Company records shipping and handling costs paid by customers as revenue. The costs for shipping and handling are charged to cost of sales. The Company expenses advertising costs as incurred.

As of the Reorganization, the Plan and related agreements were assumed by Holdings. All grants from and after the Reorganization of options under the Plan are for equity of Holdings and not the Company, but will be recorded as an expense by the Company. The fair value of the awards immediately before the modification of the vesting was the same value as the fair value after the modification took effect. All of the options granted prior to were exercised in February of after the Reorganization. In fiscal , the board of directors of Holdings approved grants of options to a number of key individuals of the Company.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassification had no effect on net income as previously reported.

Classification of Cost of merchandise and services sold. During fiscal , management reviewed its classification of certain expenses on its Consolidated Statement of Operations. Previously, the Company reported occupancy costs attributed to its retail locations in selling, general and administrative expenses. The Company now reports occupancy costs attributed to its retail locations in cost of merchandise and services sold and has made conforming reclassification adjustments to previous periods presented. The reclassifications had no effect on net income and are presented below for the periods affected in thousands: Cost of merchandise and services sold.

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Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Fair values utilize inputs other than quoted prices that are observable for the asset or liability, and may include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability.

The fair value of short-term investments was determined using quoted prices in active markets for identical assets Level 1. Inventories consist of the following: Raw materials and supplies. Vehicles, machinery and equipment. Office furniture, equipment and other. Total property, plant and equipment.

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Accrued payroll and employee benefits. All other current liabilities. The applicable margin for the Loan Agreement is initially 2. In addition, the Company is obligated to pay the lender a commitment fee equal to 0. The Company is also obligated to pay a commission on all outstanding letters of credit as well as customary administrative, issuance, fronting, amendment, payment and negotiation fees.

The Loan Agreement contains customary representations and warranties, covenants and conditions to borrowing. There can be no assurance that the conditions to borrowing under the Loan Agreement will be satisfied. The Notes were not registered under the Securities Act and can not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes were issued at a discount which is being amortized to interest expense and consist of the following: Total Senior notes, net. Under the Registration Rights Agreement, the Company agreed to use its best efforts to register notes having substantially identical terms as the Notes with the Securities and Exchange Commission as part of an.

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The Company leases certain store, office, distribution and manufacturing facilities under operating leases which expire at various dates through Lease agreements generally provide for increases related to cost of living indices and require the Company to pay for property taxes, repairs and insurance. Certain leases are renewable at the option of the Company for periods of one to ten years.

Only three leases provided for rent contingent on sales exceeding specific amounts. The provision for income taxes is comprised of the following: A reconciliation of the provision for income taxes to the amount computed at the federal statutory rate is as follows: Federal income tax at statutory rate.

State taxes, net of federal benefit. Reversal of tax position. The tax effect of temporary differences, which give rise to significant portions of the deferred tax asset, are summarized below. Property, plant and equipment. Reserves and other accruals. The Company, either through Holdings, or prior to the Reorganization, on its own files income tax returns in the United States federal jurisdiction and various state jurisdictions. Our income tax returns are audited by federal and state tax authorities. We are currently under examination by the Internal Revenue Service for the tax year.

There are differing interpretations of tax laws and regulations, and as a result, significant disputes may arise with these tax authorities involving issues of the timing and amount of deductions and allocations of income among various tax jurisdictions. While we believe our positions comply with applicable laws, we periodically evaluate exposures associated with our tax filing positions. With few exceptions, the Company is no longer subject to U. In June , authoritative guidance was issued prescribing a comprehensive model for recognizing, measuring, presenting, and disclosing in the financial statements uncertain tax positions that the company has taken or expects to take in its tax returns.

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Reductions for positions of prior years. Reductions due to lapse of statute of limitations. The Company recognizes interest and penalties related to uncertain tax benefits in the income tax provision. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of our unrecognized tax positions will increase or decrease during the next 12 months, however, we do not expect any potential change to have a material effect on our results of operations or our financial position. The Company is a defendant in lawsuits or potential claims encountered in the normal course of business; such matters are being vigorously defended.

Preferred and Common Stock. The Company became a subsidiary of Holdings pursuant to the Reorganization. In addition, the Management Services Agreement provides that LGP may provide the Company with financial advisory or investment banking services in connection with major financial transactions, and LGP will be paid a customary fee for such services. The notes are non-callable for two years and have other covenants and terms that are customary for high yield issues. The Company is not required to service any obligation of Holdings and the sole source of funds that might be provided by the Company would be in the form of dividends to Holdings.

Stock Based Compensation Plans. Given that the tax benefit meets the realization criteria of the applicable accounting guidance, the benefit has been recorded as a credit to equity since the entire benefit exceeded the recorded expense of zero. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model which requires the use of a number of assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. Expected volatility is based on the historical volatility of our stock.

The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms and vesting schedules. The risk-free interest rate is based on the U. Treasury yield curve in effect at the time of grant for the expected term of the option. We have not paid dividends in the past and do not plan to pay any dividends in the near future to ultimate shareholder who hold the type of security subject to the option arrangement.

The accounting guidance also. We estimate forfeitures based on our historical experience. The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Expected life in years. Weighted average fair value per option granted.

As there were no grants in fiscal , the valuation assumptions are not applicable. A summary of option activities for all plans is as follows: Outstanding at beginning of year. Outstanding at end of year. Exercisable at end of year. No options were granted in fiscal Supplemental Cash Flow Disclosures. Income tax payments made subsequent to the Reorganization are made to Holdings given that the Company is included in the consolidated tax return for Holdings.

Evaluation of Disclosure Controls and Procedures. From to , Mr. Hayward is also a director of Petco Animal Supplies, Inc. Prior to this period at American Stores, Mr. Ortega held various management positions in finance, accounting, audit and store operations at Lucky Stores, Inc. Prior to that, Mr. Hatch has more than 30 years of experience in the retail industry.

Agnew became a director in December He is a former retail executive with over 36 years of retail experience. Agnew held various officer level assignments with Jewel Companies, Inc. Agnew successfully led a leveraged buyout of Buttrey Food and Drug Store Company and successfully completed an initial public offering of the Company in early Agnew returned to American Stores, Inc. Table of Contents John M. Baumer became a director of the Company in November Prior to joining DLJ, Mr.

Baumer was at Fidelity Investments and Arthur Andersen. Baumer is also a director of Intercontinental Art, Inc.

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Danhakl became a director of the Company in June Danhakl is also a director of Arden Group, Inc. Carlson has over 18 years of retail experience and has been with the Company since February of when he joined the team as Vice President of Logistics. Prior to that time he held several management positions at Buttrey Food and Drug Co.

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Brian Agnew is the son of Edward C. Agnew, who has served as a director of the Company since December Prior to joining the Company, Mr. Wright was the Senior Vice President of National Sales and Logistics for Millard Refrigerated Services, one of the largest third-party providers of refrigerated warehouse and distribution in the United States. Wright held progressive management roles with Buttrey Food and Drug Co. As a voluntary filer without a public market for our equity securities, we are not required to have an audit committee or a financial expert.

We do not believe that we could recruit a financial expert without unwarranted expense and difficulty. Table of Contents Code of Ethics. The Company has adopted a Code of Ethics and a copy may be obtained, without charge, by written request to the Company Attention: The Company is a voluntary filer without a public market for its equity securities. The Board of Directors of the Company does not maintain a compensation committee. Objectives of the Executive Compensation Program. Elements of Executive Compensation. Benefits and other perquisites; and. Each pay element is designed to reward different results as shown below: Relationship to the Objectives.

Provide competitive pay to attract and retain talented NEOs. Benefits and Other Perquisites.

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Base salary is paid for on-going employment throughout the year. It is intended to compensate the NEOs for their basic services performed for the Company thorough the year. The Board or Directors reviews base salary when it deems necessary and such review does not always occur on an annual basis. Consequently, all bonuses are at risk.

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Table of Contents continued growth depends on increasing comparable store sales. This resolution and a similar one under item 6 grant the city's support to the Circuit of the Americas as it seeks additional state incentives for hosting the MotoGP race and the Summer X Games. If a correlation between demolitions and a loss of affordable housing is found, then the city might increase demolition permit fees and create a trust fund that would use those fees to create affordable housing in the same geographic area of the demolitions. It aims to tackled many of Austin's most vexing problems, including gentrification, housing affordability and gentrification. Hatch fails to cure the same within a period of 10 days after written notice of such failure is provided to Mr.

Table of Contents Benefits and Other Perquisites. The Company maintains a k plan that is available for all eligible employees, including the NEOs. Participants who have attained age 50 before the end of the year are also eligible to make catch-up contributions. The NEOs are eligible to participate in any medical, dental, life insurance, disability, k or stock option plan made generally available by the Company to executives. Hayward and Ortega are each entitled to a tax gross-up for any taxes related to his receipt of the cash allowance.

In fiscal , Mr. Personal Use of Corporate Aircraft. The Company provides such separation benefits in order to remain competitive in attracting and retaining executives. Table of Contents Stock Option Awards. These option grants are included in the compensation tables below. Additionally, in fiscal , the Board of Directors of Holdings approved grants of time based options to a number of employees of the Company, including the NEOs as follows: These option grants are not included in the compensation tables below because they do not relate to compensation for fiscal Value and Nonqualified Deferred Compensation Earnings.

Chief Executive Officer and Chairman of the Board. President, Chief Operating Officer and Director. Certain modifications were made to the agreement, including changes related to compensation in the event of termination of employment. Under the employment agreement, the Company shall pay Mr. Table of Contents Steven L.

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Ortega is also entitled to receive prompt reimbursement for all expenses reasonably and necessarily incurred by him in performing his duties. Under the employment agreement, Mr. Ortega is eligible to participate in any medical, dental, life insurance, disability, retirement, profit-sharing, savings, stock option plan or stock-based compensation plan made generally available by the Company to executives. Additionally, he is eligible to receive vacation not less than 4 weeks paid vacation per year and sick leave.

The employment agreement contains non-solicitation and confidentiality covenants and provides that Mr. The Company entered into an employment agreement with Michael L. The employment agreement provides that Mr. Under the employment agreement Mr. All of the outstanding options were exercised in February of after the Reorganization and all exercises by the NEOs are reflected in the table below. If you require immediate assistance for a non-emergency condition, please contact the clinic directly by phone.

How do you define health? Health goes beyond medical care. It's how we take care of ourselves, how we interact with our communities, how we take care of each other. Luke's support your health, however you define it. Baker City Mountain Home New Meadows Sun Valley Twin Falls Site Navigation Supplemental About St. Providers Find a provider by specialty, location, or availability. Clinics Search by specialty and location.